Amendment to Master Custodian Agreement
Ex. 99.28(g)(2)(xiii)
Amendment to Master Custodian Agreement
This Amendment, effective as June 24, 2019, to the Master Custodian Agreement dated as of December 30, 2010, (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is by and among each management investment company, and each Cayman Islands entity identified on Appendix A attached thereto (each a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
Whereas, the Custodian and the Funds (the “Parties”) have entered into the Agreement by which the Custodian provides certain custodial services relating to securities and other assets of each Fund.
Whereas, the Fund segregates and separately manages certain of the Fund’s portfolio of assets (each in an account).
Whereas, the Boards of Trustees of JNL Series Trust and Xxxxxxx Variable Series Trust and the Board of Managers of JNL Variable Fund LLC (collectively, the “Board”) has approved new funds, fund mergers for certain funds, investment sub-adviser replacements, fund name changes for certain funds, and a Cayman Islands entity name change, as outlined below, effective June 24, 2019 (collectively, the “Changes”):
New Funds (Portfolios)
| 1) | JNL/DFA International Core Equity Fund; |
| 2) | JNL/RAFI® Multi-Factor U.S. Equity Fund; and |
| 3) | JNL/RAFI® Fundamental U.S. Small Cap Fund. |
Fund (Portfolio) Name Changes in connection with Investment Sub-Adviser Replacements
| 1) | JNL/AB Dynamic Asset Allocation Fund change to JNL/JPMorgan Global Allocation Fund; and |
| 2) | JNL/Xxxxxxx Sachs Core Plus Bond Fund change to JNL/Fidelity Institutional Asset Management® Total Bond Fund. |
Fund (Portfolio) Name Changes
| 1) | JNL/Mellon Capital European 30 Fund change to JNL/RAFI® Fundamental Europe Fund; and |
| 2) | JNL/Mellon Capital Pacific Rim 30 Fund change to JNL/RAFI® Fundamental Asia Developed Fund. |
Xxxxxxx Variable Series Trust
Fund (Portfolio) Merger
| 1) | JNL/PPM America Long Short Credit Fund merging into the JNL/PPM America High Yield Bond Fund of JNL Series Trust. |
| 1) | JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund change to JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund. |
Cayman Islands Entity Name Change
| 1) | JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund Ltd. change to JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd. |
JNL Variable Fund LLC
Fund (Portfolio) Mergers
| 1) | JNL/Mellon Capital JNL 5 Fund to merge into the JNL/RAFI® Multi-Factor U.S. Equity Fund of JNL Series Trust; and |
| 2) | JNL/Mellon Capital S&P® XXxx 60 Fund to merge into the JNL/RAFI® Fundamental U.S. Small Cap Fund of JNL Series Trust. |
Fund (Portfolio) Name Changes
| 1) | JNL/Mellon Capital MSCI World Index Fund change to JNL/Mellon MSCI World Index Fund; and |
| 2) | JNL/Mellon Capital Nasdaq® 100 Index Fund change to JNL/Mellon Nasdaq® 100 Index Fund. |
Whereas, pursuant to Board approval of the Changes, as outlined above, the Parties have agreed to amend the Agreement, including its Appendix A, to add the new funds (Portfolios, as defined in the Agreement), to remove the merged funds as Portfolios, and to change the fund and Cayman Islands entity names, as outlined above, effective June 24, 2019.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
| 1) | Appendix A to the Agreement is hereby deleted and replaced, in its entirety, with Appendix A dated June 24, 2019, attached hereto. |
| 2) | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| 3) | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties hereby adopt as original any signatures received via electronically transmitted form. |
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In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective June 24, 2019.
|
JNL Investors Series Trust, JNL Variable Fund LLC, and Xxxxxxx Variable Series Trust, each on behalf of its Portfolios listed on Appendix A hereto
JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd.
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd.
JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd. |
||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Assistant Secretary | |
|
PPM Funds, on behalf of its Portfolios listed on Appendix A hereto |
||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Vice President and Secretary | |
| State Street Bank and Trust Company | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Executive Vice President | |
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Appendix A
to
(Updated as of June 24, 2019)
| Fund: JNL Series Trust, for the following Portfolios |
| JNL Multi-Manager Alternative Fund |
| JNL Multi-Manager International Small Cap Fund |
| JNL Multi-Manager Mid Cap Fund |
| JNL/AQR Large Cap Relaxed Constraint Equity Fund |
| JNL/Boston Partners Global Long Short Equity Fund |
| JNL/Causeway International Value Select Fund |
| JNL/ClearBridge Large Cap Growth Fund |
| JNL/Crescent High Income Fund |
| JNL/DFA Growth Allocation Fund |
| JNL/DFA International Core Equity Fund |
| JNL/DFA Moderate Growth Allocation Fund |
| JNL/DFA U.S. Core Equity Fund |
| JNL/DoubleLine® Core Fixed Income Fund |
| JNL/DoubleLine® Emerging Markets Fixed Income Fund |
| JNL/DoubleLine® Shiller Enhanced CAPE® Fund |
| JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by DoubleLine Capital LP) |
| JNL/FPA + DoubleLine Flexible Allocation Fund (for the portion of assets managed by First Pacific Advisors, LLC) |
| JNL/Fidelity Institutional Asset Management® Total Bond Fund |
| JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund |
| JNL/GQG Emerging Markets Equity Fund |
| JNL/Xxxxxx Oakmark Global Equity Fund |
| JNL/Invesco Diversified Dividend Fund |
| JNL/Invesco Global Real Estate Fund |
| JNL/Invesco International Growth Fund |
| JNL/Invesco Small Cap Growth Fund |
| JNL/JPMorgan Global Allocation Fund |
| JNL/JPMorgan Hedged Equity Fund |
| JNL/JPMorgan Midcap Growth Fund |
| JNL/JPMorgan U.S. Government & Quality Bond Fund |
| JNL/Lazard Emerging Markets Fund |
| JNL/Xxxxxx Xxxxxx Global Growth Fund |
| JNL/MFS Mid Cap Value Fund |
| JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund |
| JNL/Xxxxxxxxxxx Emerging Markets Innovator Fund |
| JNL/Xxxxxxxxxxx Global Growth Fund |
| JNL/PPM America Floating Rate Income 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 Total Return Fund |
| JNL/PPM America Value Equity Fund |
| JNL/RAFI® Fundamental Asia Developed Fund |
| JNL/RAFI® Fundamental Europe Fund |
| JNL/RAFI® Fundamental U.S. Small Cap Fund |
| JNL/RAFI® Multi-Factor U.S. Equity Fund |
| JNL/X. Xxxx Price Established Growth Fund |
| JNL/X. Xxxx Price Managed Volatility Balanced Fund |
| JNL/X. Xxxx Price Mid-Cap Growth Fund |
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| JNL/X. Xxxx Price Short-Term Bond Fund |
| JNL/X. Xxxx Price Value Fund |
| JNL/Westchester Capital Event Driven Fund |
| Fund: JNL Investors Series Trust, for the following Portfolios |
| JNL/PPM America Low Duration Bond Fund |
| Fund: JNL Variable Fund LLC, for the following Portfolios |
| JNL/Mellon MSCI World Index Fund |
| JNL/Mellon Nasdaq® 100 Index Fund |
| Fund: Xxxxxxx Variable Series Trust, for the following Portfolios |
| JNL/DFA U.S. Small Cap Fund |
| JNL/DoubleLine Total Return Fund |
| JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund |
| JNL/Lazard International Strategic Equity Fund |
| JNL/Xxxxxxxxx Xxxxxx Currency Fund |
| JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund |
| JNL/Xxxxxxxx Convertible Arbitrage Fund |
| JNL/X. Xxxx Price Capital Appreciation Fund |
| Fund: PPM Funds, for the following Portfolios |
| PPM Core Plus Fixed Income Fund |
| PPM Credit Fund |
| PPM Floating Rate Income Fund |
| PPM High Yield Core Fund |
| PPM Long Short Credit Fund |
| PPM Strategic Income Fund |
| PPM Large Cap Value Fund |
| PPM Mid Cap Value Fund |
| PPM Small Cap Value Fund |
Cayman Islands Entities:
| JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. |
| JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund Ltd. |
| JNL/Xxxxxxxxx Xxxxxx Commodity Strategy Fund Ltd. |
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