EX-99.23(h)(9)
AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
THIS AMENDMENT (this "Amendment") to the Transfer Agency Services Agreement
(the "Agreement") by and between PFPC INC., a Massachusetts corporation
("PFPC"), and each of the undersigned investment companies (each, the "Fund") is
made as of August 29, 2007. Capitalized terms used but not defined herein shall
have the same meaning as in the Agreement.
1. SERVICES. In addition to the services set forth in the Agreement, PFPC
shall provide to the Fund the "Services" set forth in the attached Schedule A,
relating to the obligations of the Fund under SEC Rule 22c-2 under the
Investment Company Act of 1940, as amended ("Rule 22c-2"), and the Fund will pay
to PFPC the fees and charges in respect of such services as set forth in the
attached Schedule B. The Fund will enter into agreements with financial
intermediaries (collectively, "Financial Intermediaries") under the terms of
which such Financial Intermediaries will be instructed to provide data to PFPC
pursuant to Rule 22c-2 relating to transactions in the Fund's shares. A form of
such notice to be provided by the Fund to each Financial Intermediary is
attached as Schedule C. PFPC shall not be liable to the Fund, its investors or
any agents of the Fund, including its investment advisor(s), for any errors or
omissions in any data provided to PFPC by any Financial Intermediaries or for
compliance by the Fund with SEC Rule 22c-2. PFPC's sole obligation under this
Section 1 shall be to provide the Fund with access to information relating to
transactions in the Fund's shares based solely on information provided to PFPC
by Financial Intermediaries.
2. SYSTEMS. In providing the services described in Exhibit A hereto, PFPC
may, pursuant to licenses or other agreements (collectively, "Third Party
Agreements") with one or more unrelated parties (collectively, "Third Party
Providers"), utilize information, data, technology and systems (collectively,
"Third Party Systems") licensed or otherwise provided to PFPC by such Third
Party Providers. The Fund will not use or disclose any information relating to
Third Party Systems.
3. INDEMNIFICATION. The Fund agrees to indemnify, defend and hold harmless
PFPC and its affiliates, including their respective officers, directors, agents
and employees, from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and disbursements
and liabilities arising under the securities laws, rules and regulations of the
United States (including SEC Rule 22c-2) or of any state and any foreign
country) arising directly or indirectly from any action or omission to act which
PFPC or the Third Party Provider takes or fails to take in connection with the
provision of services to the Fund. The Fund further agrees to indemnify PFPC for
any damages disruption, disablement, harm, or impediment, in any manner, of the
operation of the PFPC systems, or any other associated software, firmware,
hardware, or network. PFPC and any of its affiliates shall not be indemnified
against any liability (or any expenses incident to such liability) caused by
PFPC's or its affiliates' own willful misfeasance, bad faith, gross negligence
or reckless disregard in the performance of PFPC's activities under this
Amendment. The provisions of this Section 3 shall survive termination of this
Amendment.
4. WARRANTY.
Each party represents and warrants that its entry into this Amendment is
lawful and does not violate any other agreement to which it is a party. PFPC
warrants that PFPC will provide the Service in a workmanlike, professional and
lawful manner and that the Service shall comply with all applicable laws,
regulations, orders and decrees (including, without limitation, securities laws,
regulations and decisions). PFPC represents and warrants that it has the right
to license and provide the Service as provided in this Amendment. PFPC hereby
assigns, and shall assign, to the Fund all warranties, representations and
indemnities granted to PFPC by third parties in the Service or any components
thereof, and all remedies for breach of such warranties, representations and
indemnities.
5. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of
the Fund except as specifically set forth herein or as may be specifically
agreed to by PFPC and the Fund in a written amendment hereto. PFPC shall be
obligated to exercise care and diligence in the performance of its duties
hereunder and to act in good faith in performing services provided for under
this Amendment. PFPC shall be liable only for any damages arising out of PFPC's
failure to perform its duties under this Amendment to the extent such damages
arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Notwithstanding anything in this Amendment to the contrary, (i) PFPC
shall not be liable for losses, delays, failure, errors, interruption or loss of
data occurring directly or indirectly by reason of circumstances beyond its
reasonable control, including without limitation acts of God; action or inaction
of civil or military authority; public enemy; war; terrorism; riot; fire; flood;
sabotage; epidemics; labor disputes; civil commotion; interruption, loss or
malfunction of utilities, transportation, communications capabilities;
insurrection; elements of nature; or non-performance by a third party; and (ii)
PFPC shall not be under any duty or obligation to inquire into and shall not be
liable for the validity or invalidity, authority or lack thereof, or
truthfulness or accuracy or lack thereof, of any instruction, direction, notice,
instrument or other information which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Amendment to the contrary, neither
PFPC nor its affiliates shall be liable for any consequential, special or
indirect losses or damages, unless the likelihood of such losses or damages was
known by PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
(e) The provisions of this Section 5 shall survive termination of this
Amendment.
6. EFFECTIVE DATE. This Amendment shall be effective as of the date hereof.
Except as set forth in this Amendment, the Agreement shall continue in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.
PFPC INC.
By: /s/ Xxxxxxx XxXxxxxx
Name: Xxxxxxx XxXxxxxx
Title: Executive Vice President,
Senior Managing Director
JNL Investors Series Trust
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
SCHEDULE A
SERVICES
o The PFPC 22 c-2 system ("System") is intended to enable the Fund to manage
data requests to, and to access and analyze data provided by PFPC, as the
transfer agent to the Fund, and Financial Intermediaries as required by SEC
Rule 22c-2.
o Pursuant to agreements between the Fund and Financial Intermediaries,
Financial Intermediaries will deliver to PFPC, in electronic format,
information on transactions effected in Fund shares.
o The Fund may use the System to access data that is provided to PFPC by
Financial Intermediaries or that is otherwise available to PFPC through
NSCC for Financial Intermediaries that are NSCC members. The Fund may also
use the System to request data from non-NSCC members.
o The System is intended to be generally available to the Fund from 8:00 am
to 6:00 pm Eastern Time during regular trading days, subject to periodic
unavailability due to maintenance, upgrades, testing and potential System
failures.
o PFPC will work with the Fund to develop an implementation program with the
objective of launching the System not later than the effective date of SEC
Rule 22c-2. The implementation program will seek to identify and access
sources of relevant data, including identification of omnibus accounts,
Financial Intermediaries, NSCC membership status, CUSIPs, Fund shareholder
accounts and Fund trading and redemption policies as set forth in the
Fund's SEC registration statement and prospectuses. Designated
representatives of the Fund will have access to the System. The System will
be tested and de-bugged as necessary.
o The System implementation schedule will vary depending on the profile and
requirements of the Fund, but is estimated to take at least 3-6 weeks. PFPC
will provide project oversight and coordination, planning and review. PFPC
will also assist the Fund in testing the System and training designated
Fund representatives in the use of the System.
o PFPC will consider enhancements and improvements upon request, with fees at
rates to be negotiated.
SCHEDULE B
FEES AND CHARGES
This Fee Schedule Summary represents the pricing as set forth at date of
contract execution.
IMPLEMENTATION FEE: $10,000 one time fee. (See Exhibit A for implementation services)
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MONTHLY BASE FEE: $3,000 (to begin first day of initial download and this fee shall not be prorated for any partial
----------------- months)
TRANSACTION STORAGE FEE: $275 per month per million transactions (or fraction thereof) stored (will be invoiced monthly)
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CUSTOMIZED SYSTEM
DEVELOPMENT (IF APPLICABLE): $250 per hour (will be invoiced as incurred)
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TRAINING: Training will be completed via various webcast sessions.
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NON STANDARD DATA
PROCESSING CHARGE: Will be quoted upon request
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OUT OF POCKET EXPENSES: Will include NSCC data charges per transaction. Out of pocket expenses not detailed above will be
invoiced as incurred. Services requested over and above those contained within this Amendment
would be evaluated at the time of request.
*Contract will run concurrent with TA agreement
SCHEDULE C
NOTIFICATION TO FINANCIAL INTERMEDIARY
The following letter (or a letter in substantially the same form) shall be used
by Customer or PFPC to notify each relevant Financial Intermediary that it is to
send Shareholder Data to PFPC or PFPC's designee.
To: Financial Intermediary
RE: Compliance with Securities and Exchange Commission Rule 22c-2 under the
Investment Act of 1940, as Amended (the "Rule")
This letter is being sent to you (sometimes referred to as "Financial
Intermediary") pursuant to and subject to that certain Information Sharing
Agreement that has been executed by and between us. This letter relates to and
applies to our following Funds for which you are a Financial
Intermediary:__________________________ (the "Funds"). Please accept this letter
as our authorization for the following:
1. PROVIDING OF SHAREHOLDER DATA. Financial Intermediary shall provide PFPC Inc.
("PFPC") (or its designee), agent of the Funds, such information and take such
action, as may be required pursuant to the Rule (the "Shareholder Data"), so as
to allow the Funds to comply with the Rule, for the continuing period starting
from the date of this notice letter. Financial Intermediary warrants to PFPC and
any designee receiving Shareholder Data hereunder that it has the right to
transfer and provide such Shareholder Data to PFPC or any designee. Financial
Intermediary further agrees to indemnify PFPC or any designee to the extent that
a third party claim arises as a result of the distribution of any Shareholder
Data consistent with the terms hereunder.
2. FORM AND TIMING OF RESPONSE. Financial Intermediary agrees to transmit
electronically (without any cost or charge to the Funds or PFPC Inc. (or its
designee)) the requested Shareholder Data to PFPC Inc. or to SunGard
Institutional Products Inc. or such other PFPC designee.
3. DEFINITIONS. For purposes of this Letter Agreement:
A. The term "FUNDS" includes the fund's principal underwriter and transfer
agent. The term not does include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act of 1940.
B. The term "SHARES" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Funds under the Investment
Company Act of 1940 that are held by the Financial Intermediary.
C. The term "SHAREHOLDER" means the beneficial owner of Shares, whether the
Shares are held directly or by the Financial Intermediary in nominee name.
[EDITOR'S NOTE: THIS DEFINITION CAN BE TAILORED TO ADDRESS THE TYPE OF SHARES AT
ISSUE, E.G., RETIREMENT PLAN PRODUCTS, INSURANCE PRODUCTS, ETC.]
Should you have any questions, please contact the undersigned at _______________
[Insert Phone Number]. The initial transmission of Shareholder Data by you to
PFPC (or its designee), as specified herein, shall indicate your agreement with
the provisions contained herein.
Authorized Signature,
[Insert Name and Title]
