Ex. 99.28(g)(2)(xiv)
Amendment to Master Custodian Agreement
This Amendment, effective as April 27, 2020, 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, JNL Investors Series Trust, and Jackson Variable Series Trust, and the Board of Managers of JNL Variable Fund LLC (together, the “Board”) has approved (i) one new fund (Portfolio) of JNL Series Trust (“New Fund (Portfolio)”), (ii) redomiciliation of certain funds (each, formerly, a fund of Jackson Variable Series Trust or a fund of JNL Variable Fund LLC) each into a new fund of JNL Series Trust (“Redomiciliations/New Funds (Portfolios)”), (iii) mergers for certain funds of JNL Series Trust and Jackson Variable Series Trust (“Fund (Portfolio) Mergers”), and (iv) fund name changes for certain funds of JNL Series Trust (“Fund (Portfolio) Name Changes”), as outlined below, effective April 27, 2020:
New Fund (Portfolio)
1) | JNL/Lord Abbett Short Duration Income Fund. |
Redomiciliations/New Funds (Portfolios)
Each, formerly, a fund of Jackson Variable Series Trust:
1) | JNL/DFA U.S. Small Cap Fund; |
2) | JNL/DoubleLine® Total Return Fund; |
3) | JNL/Lazard International Strategic Equity Fund; |
4) | JNL/Neuberger Berman Commodity Strategy Fund; and |
5) | JNL/T. Rowe Price Capital Appreciation Fund. |
Each, formerly, a fund of JNL Variable Fund LLC:
1) | JNL/Mellon MSCI World Index Fund; and |
2) | JNL/Mellon Nasdaq® 100 Index Fund. |
Fund (Portfolio) Mergers
1) | JNL/Eaton Vance Global Macro Absolute Return Advantage Fund; |
2) | JNL/FPA + DoubleLine® Flexible Allocation Fund; |
3) | JNL/Goldman Sachs Emerging Markets Debt Fund; |
4) | JNL/Neuberger Berman Currency Fund; |
5) | JNL/Nicholas Convertible Arbitrage Fund; |
6) | JNL/Oppenheimer Emerging Markets Innovator Fund; |
7) | JNL/PPM America Mid Cap Value Fund; and |
8) | JNL/PPM America Value Equity Fund. |
Fund (Portfolio) Name Changes
1) | JNL/Crescent High Income Fund change to JNL/T. Rowe Price U.S. High Yield Fund (in connection with an investment sub-adviser replacement, as approved by the Board); |
2) | JNL/Franklin Templeton Mutual Shares Fund change to JNL/JPMorgan Growth & Income Fund (in connection with an investment sub-adviser replacement, as approved by the Board, this fund (Portfolio), currently custodied by JPMorgan Chase Bank, N.A., will change custodians and, therefore, this fund (Portfolio) will be added to this Agreement); |
3) | JNL/Lazard Emerging Markets Fund change to JNL Multi-Manager Emerging Markets Equity Fund (in connection with an investment sub-adviser replacement and transition to a multi-manger fund structure, as approved by the Board); |
4) | JNL/Oppenheimer Global Growth Fund change to JNL/Invesco Global Growth Fund; and |
5) | JNL/T. Rowe Price Managed Volatility Balanced Fund change to JNL/T. Rowe Price Balanced Fund. |
Whereas, the Directors of JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., and the Directors of JNL/Neuberger Berman Commodity Strategy Fund Ltd. (together, the “Cayman Entity Directors”) have approved termination of the Cayman Island entities outlined below (“Cayman Islands Entity Terminations”), effective April 27, 2020:
Cayman Islands Entity Terminations
1) | JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd.; and |
2) | JNL/Neuberger Berman Commodity Strategy Fund Ltd. |
Whereas, pursuant to Board and Cayman Entity Directors approval of the changes, as outlined above, the Parties have agreed to amend the Agreement, including its Appendix A, to remove Jackson Variable Series Trust, JNL Variable Fund LLC, JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., and JNL/Neuberger Berman Commodity Strategy Fund Ltd., each as a party, effective April 27, 2020; and to amend Appendix A of the Agreement to add each new fund (Portfolios, as defined in the Agreement), to remove the merged funds as Portfolios, and to update the names of certain funds (Portfolios), effective April 27, 2020.
Now, Therefore, in consideration of the promises and mutual covenants herein contained, the Parties hereto agree as follows:
1) | Jackson Variable Series Trust, JNL Variable Fund LLC, JNL/Eaton Vance Global Macro Absolute Return Advantage Fund Ltd., and JNL/Neuberger Berman Commodity Strategy Fund Ltd. are each hereby removed as a party to the Agreement, effective April 27, 2020. |
2) | Appendix A to the Agreement is hereby deleted and replaced, in its entirety, with Appendix A updated as of April 27, 2020, attached hereto. |
3) | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
4) | 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 April 27, 2020.
JNL Series Trust, and JNL Investors Series Trust, each on behalf of its Portfolios listed on Appendix A hereto
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. |
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By: | /s/ Emily J. Bennett | |
Name: | Emily J. Bennett | |
Title: | Assistant Secretary |
PPM Funds, on behalf of its Portfolios listed on Appendix A hereto |
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By: | /s/ Emily J. Bennett | |
Name: | Emily J. Bennett | |
Title: | Vice President and Secretary |
State Street Bank and Trust Company | ||
By: | /s/ Andrew Erickson | |
Name: | Andrew Erickson | |
Title: | Executive Vice President |
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Appendix A
to
Master Custodian Agreement
(Updated as of April 27, 2020)
Fund: JNL Series Trust, for the following Portfolios |
JNL Multi-Manager Alternative Fund |
JNL Multi-Manager Emerging Markets Equity 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/DFA Growth Allocation Fund |
JNL/DFA International Core Equity Fund |
JNL/DFA Moderate Growth Allocation Fund |
JNL/DFA U.S. Core Equity Fund |
JNL/DFA U.S. Small Cap Fund |
JNL/DoubleLine® Core Fixed Income Fund |
JNL/DoubleLine® Emerging Markets Fixed Income Fund |
JNL/DoubleLine® Shiller Enhanced CAPE® Fund |
JNL/DoubleLine® Total Return Fund |
JNL/Fidelity Institutional Asset Management® Total Bond Fund |
JNL/GQG Emerging Markets Equity Fund |
JNL/Harris Oakmark Global Equity Fund |
JNL/Invesco Diversified Dividend Fund |
JNL/Invesco Global Growth 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 Growth & Income Fund |
JNL/JPMorgan Hedged Equity Fund |
JNL/JPMorgan Midcap Growth Fund |
JNL/JPMorgan U.S. Government & Quality Bond Fund |
JNL/Lazard International Strategic Equity Fund |
JNL/Loomis Sayles Global Growth Fund |
JNL/Lord Abbett Short Duration Income Fund |
JNL/Mellon MSCI World Index Fund |
JNL/Mellon Nasdaq® 100 Index Fund |
JNL/MFS Mid Cap Value Fund |
JNL/Neuberger Berman Commodity Strategy Fund |
JNL/Neuberger Berman Strategic Income Fund |
JNL/PPM America Floating Rate Income Fund |
JNL/PPM America High Yield Bond Fund |
JNL/PPM America Small Cap Value Fund |
JNL/PPM America Total Return 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/T. Rowe Price Capital Appreciation Fund |
JNL/T. Rowe Price Established Growth Fund |
A-1 |
JNL/T. Rowe Price Balanced Fund |
JNL/T. Rowe Price Mid-Cap Growth Fund |
JNL/T. Rowe Price Short-Term Bond Fund |
JNL/T. Rowe Price U.S. High Yield Fund |
JNL/T. Rowe Price Value Fund |
JNL/Westchester Capital Event Driven Fund |
Fund: JNL Investors Series Trust, for the following Portfolio |
JNL/PPM America Low Duration Bond Fund |
Fund: PPM Funds, for the following Portfolios |
PPM Core Fixed Income Fund |
PPM Core Plus Fixed Income Fund |
PPM Floating Rate Income Fund |
PPM High Yield Core Fund |
PPM Investment Grade Credit Fund |
PPM Long Short Credit Fund |
PPM Large Cap Value Fund |
PPM Mid Cap Value Fund |
PPM Small Cap Value Fund |
Cayman Islands Entity:
JNL Multi-Manager Alternative Fund (Boston Partners) Ltd. |
A-2 |