SETTLED SECURITIES Class Action services AGREEMENT BETWEEN THE CUSTOMER AND JPMORGAN CHASE BANK, N.A. INVESTOR SERVICES jpmorgan.com
EX-99.23(g)(23)
SETTLED SECURITIES Class Action
services AGREEMENT
BETWEEN
THE CUSTOMER
AND
JPMORGAN CHASE BANK, N.A.
INVESTOR SERVICES
xxxxxxxx.xxx
J.PMorgan
SETTLED
SECURITIES CLASS ACTION SERVICES ADDENDUM
THIS
ADDENDUM, dated August 12, 2009, supplements the global custody agreement dated
August 12, 2009 (the “Global
Custody Agreement”) between JPMorgan Chase Bank, National Association,
(“JPMorgan”) and each
entity listed on Schedule A thereto (each, the “Customer”).
RECITALS
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A.
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The
Customer has requested JPMorgan, and JPMorgan has agreed, to provide
certain administrative services with respect to notifications of settled
securities class actions; and
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B.
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The
parties wish to supplement the Global Custody Agreement to add such
settled securities class actions to the services that JPMorgan will
provide to the Customer in accordance with the Global Custody
Agreement.
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AGREEMENT
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1.
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The
Services.
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(a)
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JPMorgan
will provide the following administrative services (the “Services”) with
respect to notifications of U.S. settled securities class actions that
JPMorgan may receive from time to time with regard to the
Customer’s accounts listed in Schedule A, as such schedule may
be amended from time to time by agreement between the parties in writing
(the “Accounts”). JPMorgan will provide the following
services:
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(i)
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except
as otherwise provided in this Addendum, preparing and submitting claims
and supporting documentation on the Customer’s behalf in respect of
settled securities class action notifications in respect of the Securities
held in the Customer’s Accounts during the relevant class
period;
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(ii)
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responding
to enquiries from settled securities class action administrators arising
from the Customer’s participation in settled securities class actions and
making changes to the filings of claim forms as needed to address such
inquiries. Where additional information is required to make such changes,
JPMorgan will promptly contact the
Customer;
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(iii)
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communicating
with settled securities class action administrators from time to time, in
JPMorgan’s discretion, with regard to the status of the Customer’s claims;
and
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(iv)
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crediting
the Customer’s account upon receipt of claim proceeds from the claims
administrator.
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(b)
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Except
as otherwise expressly agreed by the parties, the Services shall only be
provided in respect of settled securities class action notifications that
arise subsequent to the signing of this
Addendum.
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(c)
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When
JPMorgan completes and files claim forms on the Customer’s behalf,
JPMorgan shall be acting solely in a clerical capacity as the Customer’s
agent and JPMorgan is not making any representation or warranty as to the
advisability of the Customer participating in the settled securities class
action; JPMorgan is not representing any view of JPMorgan in relation to
the settled securities class action; and JPMorgan is not making any
representation or warranty as to the likely outcome of any class action,
participation in which is wholly at the Customer’s request and for the
Customer’s risk.
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(d)
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JPMorgan
will not file claims in respect of the Customer’s securities transactions
whilst such securities where held at other custodians or in a name that
was not under the control of JPMorgan during the relevant class period
unless otherwise agreed in writing. If the Customer so requests JPMorgan
to include such transactions, the Customer represents that such
information provided to JPMorgan is true, correct and
complete.
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(e)
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Neither
JPMorgan nor its Subcustodians shall be obliged to file a claim or take
any action in any settled securities class action where such settled
securities class action would require JPMorgan or a Subcustodian to file a
claim in its own name due to applicable law, regulation or market practice
in the relevant market. JPMorgan will promptly inform the Customer in
writing each time such a situation
arises.
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2.
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Filing
of Claims; Standing Instructions.
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(a)
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When
JPMorgan has received in accordance with market practice a settled
securities class action notification, JPMorgan shall, as contemplated by
the Global Custody Agreement, research records of Accounts to identify the
Customer’s interest, if any, with respect to any such settled securities
class action notification and shall notify the Customer of the
same.
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(b)
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The
Customer shall Instruct JPMorgan prior to its standard cut-off time
whether the Customer disagrees with any of the information provided by
JPMorgan under Clause 2 (a) or if the Customer does not wish JPMorgan to
proceed with filing a claim on the Customer’s
behalf.
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(c)
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Unless
JPMorgan has received Instructions not to file a claim on the Customer’s
behalf at its central settled securities class actions department by the
cut-off time, JPMorgan shall be under standing Instructions to complete
and file the required claim forms for the particular settled securities
class action with the claims
administrator.
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(d)
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JPMorgan
shall present with the claim any supporting information that JPMorgan has
in its possession and that is required as part of the filing as set out in
the settled securities class action notification. JPMorgan shall be
authorized to disclose such information regarding the Customer’s Account
as may be reasonably required to complete and file claims on the
Customer’s behalf.
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3.
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Responsibilities
of the Customer.
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(a)
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The
Customer agrees to provide JPMorgan with such information and
documentation as JPMorgan may reasonably require in connection with the
Services.
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(b)
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The
Customer acknowledges that in relation to any settled securities class
action it is important that only one claim is filed on the Customer’s
behalf in respect of a custodial holding or securities transaction. If, in
the same settled securities class action, multiple claims are submitted on
the Customer’s behalf for the same custodial holding, then all such claims
might be rejected by the claims administrator. Therefore, where a claim is
to be submitted by JPMorgan as set out in a notification, as provided by
this authorisation, no other party should submit a claim on the Customer’s
behalf for the same custodial holding or securities transaction in the
same settled securities class action and JPMorgan shall have no duty to
check whether any other claims have been filed by any third party on the
Customer’s behalf in the same settled securities class action. Subject to
clause 4, JPMorgan will have no responsibility in the event that a claim
is rejected on the basis that a duplicate claim has been filed by the
Customer or another party.
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(c)
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Should
the Customer engage a third party to make a claim on the Customer’s behalf
in respect of a custodial holding or securities transaction with JPMorgan,
the Customer shall be responsible for instructing JPMorgan not to file a
claim on the Customer’s behalf by the deadline referred to in the relevant
notification.
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4.
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Rejected
Claims.
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In
the event that JPMorgan is notified by the claims administrator that it
has rejected a claim, JPMorgan will use reasonable care to contact the
Customer and discuss, in good faith, how to cure the rejected claim, if
possible.
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5.
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Compensation.
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The
Customer agrees to pay to JPMorgan for the Services such fees and expenses
as set out in Schedule B and as the Customer and JPMorgan may mutually
agree in writing from time to time.
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6.
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Compensation.
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The Customer agrees that JPMorgan’s annual aggregate liability with respect to losses arising out of the Services provided under this Addendum (whether for breach of contract, tort, or otherwise, but excluding losses caused by fraud on the part of JPMorgan) that may be incurred during any calendar year shall not exceed USD 100,000 and that this shall be the Customer’s exclusive remedy. No action, regardless of form, arising out of or pertaining to the services may be brought more than six years after the cause of action has accrued. |
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7.
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Miscellaneous.
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(a)
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Unless
otherwise provided herein, all terms and conditions of the Global Custody
Agreement are expressly incorporated herein by reference and except as
modified hereby, the Global Custody Agreement is confirmed in all
respects. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Global Custody
Agreement.
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(b)
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This
Agreement will be construed, regulated, and administered under the laws of
the United States or State of New York, as applicable, without regard to
New York’s principles regarding conflict of laws, except that the
foregoing shall not reduce any statutory right to choose New York law or
forum. The United States District Court for the Southern
District of New York will have the sole and exclusive jurisdiction over
any lawsuit or other judicial proceeding relating to or arising from this
Agreement. If that court lacks federal subject matter
jurisdiction, the Supreme Court of the State of New York, New York County
will have sole and exclusive jurisdiction. Either of these
courts will have proper venue for any such lawsuit or judicial proceeding,
and the parties waive any objection to venue or their convenience as a
forum. The parties agree to submit to the jurisdiction of any
of the courts specified and to accept service of process to vest personal
jurisdiction over them in any of these courts. The parties further hereby
knowingly, voluntarily and intentionally waive, to the fullest extent
permitted by applicable law, any right to a trial by jury with respect to
any such lawsuit or judicial proceeding arising or relating to this
Agreement or the transactions contemplated hereby. To the extent that in
any jurisdiction Customer may now or hereafter be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment (before or
after judgement) or other legal process, Customer shall not claim, and it
hereby irrevocably waives, such
immunity.
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(c)
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This
Addendum may be terminated by either party upon sixty (60) days’ written
notice to the other party. Anything herein to the contrary
notwithstanding, if the Global Custody Agreement is terminated, then this
Addendum shall automatically terminate on the date such Global Custody
Agreement
terminates.
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IN
WITNESS WHEREOF, the parties have executed this Addendum as at the date first
above-written.
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THE
CUSTOMER
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JPMORGAN
CHASE BANK, N.A.
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By:
/s/ Xxxxx X. Xxxx
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By:
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxx
X. Xxxx
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Name: Xxxxxxx
X. Xxxxxxx
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Title:
Vice President
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Title:
MD
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Date:
08/12/09
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Date:
08/18/09
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SCHEDULE
A
The
Accounts
JNL
INVESTORS SERIES TRUST
XXXXXXX
PERSPECTIVE TOTAL RETURN FUND
JNL MONEY
MARKET FUND
JNL
SERIES TRUST
JNL/AIM
Global Real Estate Fund
JNL/AIM
International Growth Fund
JNL/AIM
Large Cap Growth Fund
JNL/AIM
Small Cap Growth Fund
JNL/Capital
Guardian Global Balanced Fund
JNL/Capital
Guardian Global Diversified Research Fund
JNL/Capital
Guardian U.S. Growth Equity Fund
JNL/Capital
Guardian International Small Cap Fund
JNL/Credit
Suisse Global Natural Resources Fund
JNL/Credit
Suisse Long/Short Fund
JNL/Eagle
Core Equity Fund
JNL/Eagle
SmallCap Equity Fund
JNL/Franklin
Xxxxxxxxx Global Growth Fund
JNL/Franklin
Xxxxxxxxx Income Fund
JNL/Franklin
Xxxxxxxxx Mutual Shares Fund
JNL/Franklin
Xxxxxxxxx Small Cap Value Fund
JNL/Xxxxxxx
Xxxxx Core Plus Bond Fund
JNL/Xxxxxxx
Xxxxx Emerging Markets Debt Fund
JNL/Xxxxxxx
Xxxxx Mid Cap Value Fund
JNL/Xxxxxxx
Xxxxx Short Duration Bond Fund
JNL/JPMorgan
International Value Fund
JNL/JPMorgan
MidCap Growth Fund
JNL/JPMorgan
U.S. Government & Quality Bond Fund
JNL/Lazard
Emerging Markets Fund
JNL/Lazard
Mid Cap Equity Fund
JNL/M&G
Global Basics Fund
JNL/M&G
Global Leaders Fund
JNL/Mellon
Capital Management Bond Index Fund
JNL/Mellon
Capital Management European 30 Fund
JNL/Mellon
Capital Management International Index Fund
JNL/Mellon
Capital Management Pacific Rim 30 Fund
JNL/Mellon
Capital Management S&P 400 MidCap Index Fund
JNL/Mellon
Capital Management S&P 500 Index Fund
JNL/Mellon
Capital Management Small Cap Index Fund
JNL/Xxxxxxxxxxx
Global Growth Fund
JNL/XXX
Asia ex-Japan Fund
JNL/XXX
China-India Fund
JNL/PIMCO
Real Return Fund
JNL/PIMCO
Total Return Bond Fund
JNL/PPM
America Core Equity Fund
JNL/PPM
America High Yield Bond Fund
JNL/PPM
America Mid Cap Value Fund
JNL/PPM
America Small Cap Value Fund
JNL/PPM
America Value Equity Fund
JNL/Red
Rocks Listed Private Equity Fund
JNL/S&P
Competitive Advantage Fund
JNL/S&P
Dividend Income & Growth Fund
JNL/S&P
Intrinsic Value Fund
JNL/S&P
Total Yield Fund
JNL/Select
Balanced Fund
JNL/Select
Money Market Fund
JNL/Select
Value Fund
JNL/X.
Xxxx Price Established Growth Fund
JNL/X.
Xxxx Price Mid-Cap Growth Fund
JNL/X.
Xxxx Price Value Fund
JNL/Xxxxxxxx
Xxxxxxxxx Founding Strategy Fund
JNL/Mellon
Capital Management 10 x 10 Fund
JNL/Mellon
Capital Management Index 5 Fund
JNL/S&P
4 Fund
JNL/S&P
Disciplined Growth Fund
JNL/S&P
Disciplined Moderate Fund
JNL/S&P
Disciplined Moderate Growth Fund
JNL/S&P
Managed Aggressive Growth Fund
JNL/S&P
Managed Conservative Fund
JNL/S&P
Managed Growth Fund
JNL/S&P
Managed Moderate Fund
JNL/S&P
Managed Moderate Growth Fund
JNL/Institutional
Alt 65 Fund
JNL/Institutional
Alt 50 Fund
JNL/Institutional
Alt 35 Fund
JNL/Institutional
Alt 20 Fund
JNL
VARIABLE FUND, LLC
JNL/Mellon
Capital Management 25 Fund
JNL/Mellon
Capital Management Communications Sector Fund
JNL/Mellon
Capital Management Consumer Brands Sector Fund
JNL/Mellon
Capital Management Financial Sector Fund
JNL/Mellon
Capital Management Global 15 Fund
JNL/Mellon
Capital Management Healthcare Sector Fund
JNL/Mellon
Capital Management Nasdaq(R) 25 Fund
JNL/Mellon
Capital Management Oil & Gas Sector Fund
JNL/Mellon
Capital Management S&P(R) 24 Fund
JNL/Mellon
Capital Management Technology Sector Fund
JNL/Mellon
Capital Management Value Line(R) 30 Fund
JNL/Mellon
Capital Management VIP Fund
JNL/Mellon
Capital Management Select Small-Cap Fund
JNL/Mellon
Capital Management DowSM 10 Fund
JNL/Mellon
Capital Management JNL Optimized 5 Fund
JNL/Mellon
Capital Management S&P(R) XXxx 60 Fund
JNL/Mellon
Capital Management NYSE(R) International 25 Fund
JNL/Mellon
Capital Management DowSM Dividend Fund
JNL/Mellon
Capital Management S&P(R) 10 Fund
JNL/Mellon
Capital Management JNL 5 Fund
