Amendment to Master Custodian Agreement
EX 99.28(g)(3)(viii)
Amendment to Master Custodian Agreement
This Amendment, effective as of September 25, 2017, 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 in each Account.
Whereas, the following changes have been approved by the Board of Trustees of JNL Series Trust, the Board of Managers of JNL Variable Fund LLC, and the Board of Trustees of Xxxxxxx Variable Series Trust (collectively, the “Changes”), effective September 25, 2017:
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1)
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Fund name changes for the following two JNL Series Trust funds:
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JNL/DFA Moderate Allocation Fund to the JNL/DFA Moderate Growth Allocation Fund; and
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JNL/PIMCO Total Return Bond Fund to the JNL/DoubleLine® Core Fixed Income Fund.
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2)
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The addition of the following three new JNL Series Trust funds:
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JNL/ClearBridge Large Cap Growth Fund;
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JNL/GQG Emerging Markets Equity Fund; and
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JNL/Invesco Diversified Dividend Fund.
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3)
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Fund name changes for the following two JNL Variable Fund LLC funds:
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JNL/Mellon Capital Global 30 Fund to the JNL/Mellon Capital MSCI World Index Fund; and
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JNL/Mellon Capital Nasdaq® 100 Fund to the JNL/Mellon Capital Nasdaq® 100 Index Fund.
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4)
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Fund name change for the following Xxxxxxx Variable Series Trust fund:
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JNL/DFA U.S. Micro Cap Fund to the JNL/DFA U.S. Small Cap Fund.
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Whereas, pursuant to the approval of the Changes, as outlined above, the parties have agreed to amend Appendix A of the Agreement, effective September 25, 2017, to:
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1)
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Update the following JNL Series Trust fund name in the JNL Series Trust section; and add the JNL/DoubleLine® Core Fixed Income Fund to the JNL Series Trust section, pursuant to a sub-adviser replacement and fund name change for the JNL/PIMCO Total Return Bond Fund, whose assets are currently held at JPMorgan Chase Bank, N.A.:
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JNL/DFA Moderate Allocation Fund to the JNL/DFA Moderate Growth Allocation Fund.
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2)
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Add the three new JNL Series Trust funds to the JNL Series Trust section.
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3)
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Update the two JNL Variable Fund LLC fund names in the JNL Variable Fund LLC section.
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4)
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Update the Xxxxxxx Variable Series Trust fund name in the Xxxxxxx Variable Series Trust section.
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Now, Therefore, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
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1)
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Appendix A to the Agreement is hereby deleted and replaced in its entirety with Appendix A dated September 25, 2017, attached hereto.
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2)
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Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
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3)
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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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[Remainder of page intentionally left blank.]
In Witness Whereof, the parties hereto have caused this Amendment to be executed by their officers designated below, effective September 25, 2017.
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JNL Investors Series Trust
JNL Strategic Income Fund LLC
JNL Variable Fund LLC
Xxxxxxx Variable Series Trust,
each on behalf of its portfolios listed on Appendix A hereto
JNL/AB Dynamic Asset Allocation Fund Ltd.
JNL/Xxxxxxxxx Xxxxxx Risk Balanced
Commodity Strategy Fund Ltd.
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Assistant Secretary
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State Street Bank and Trust Company
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx Xxxxxxxx
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Title:
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Executive Vice President
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-2-
Appendix A
to
(Last Updated as of September 25, 2017)
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JNL Multi-Manager Alternative Fund
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JNL Multi-Manager Mid Cap Fund
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JNL/AB Dynamic Asset Allocation Fund
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JNL/AQR Large Cap Relaxed Constraint Equity Fund
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JNL/Boston Partners Global Long Short Equity Fund
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JNL/Causeway International Value Select Fund
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JNL/ClearBridge Large Cap Growth Fund
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JNL/Crescent High Income Fund
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JNL/DFA Growth Allocation Fund
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JNL/DFA Moderate Growth Allocation Fund
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JNL/DFA U.S. Core Equity Fund
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JNL/DoubleLine® Core Fixed Income Fund
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JNL/DoubleLine® Emerging Markets Fixed Income Fund
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JNL/DoubleLine® Shiller Enhanced CAPE® Fund
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JNL/FPA + DoubleLine Flexible Allocation Fund(for the portion of assets managed by DoubleLine Capital LP)
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JNL/FPA + DoubleLine Flexible Allocation Fund(for the portion of assets managed by First Pacific Advisors, LLC)
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JNL/Xxxxxxx Sachs Core Plus Bond Fund
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JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
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JNL/GQG Emerging Markets Equity Fund
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JNL/Xxxxxx Oakmark Global Equity Fund
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JNL/Invesco Diversified Dividend Fund
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JNL/Invesco Global Real Estate Fund
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JNL/Invesco International Growth Fund
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JNL/Invesco Mid Cap Value Fund
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JNL/Invesco Small Cap Growth Fund
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JNL/JPMorgan Midcap Growth Fund
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JNL/JPMorgan U.S. Government & Quality Bond Fund
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JNL/Lazard Emerging Markets Fund
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JNL/Mellon Capital European 30 Fund
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JNL/Mellon Capital Pacific Rim 30 Fund
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JNL/MFS Mid Cap Value Fund
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JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund
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JNL/Xxxxxxxxxxx Emerging Markets Innovator Fund
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JNL/Xxxxxxxxxxx Global Growth Fund
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JNL/PPM America Floating Rate Income Fund
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JNL/PPM America High Yield Bond Fund
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JNL/PPM America Mid Cap Value Fund
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JNL/PPM America Small Cap Value Fund
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JNL/PPM America Total Return Fund
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JNL/PPM America Value Equity Fund
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JNL/X. Xxxx Price Established Growth Fund
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JNL/X. Xxxx Price Mid-Cap Growth Fund
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JNL/X. Xxxx Price Short-Term Bond Fund
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JNL/X. Xxxx Price Value Fund
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JNL/Westchester Capital Event Driven Fund
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A-1
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JNL Investors Series Trust
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JNL/PPM America Low Duration Bond Fund
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JNL Strategic Income Fund LLC
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JNL/PPM America Strategic Income Fund
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JNL Variable Fund LLC
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JNL/Mellon Xxxxxxx XXX 0 Xxxx
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XXX/Xxxxxx Capital MSCI World Index Fund
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JNL/Mellon Capital Nasdaq® 100 Index Fund
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JNL/Mellon Capital S&P® XXxx 60 Fund
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Xxxxxxx Variable Series Trust
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JNL/DFA U.S. Small Cap Fund
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JNL/DoubleLine Total Return Fund
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JNL/Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund
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JNL/Lazard International Strategic Equity Fund
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JNL/Xxxxxxxxx Xxxxxx Currency Fund
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JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund
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JNL/Xxxxxxxx Convertible Arbitrage Fund
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JNL/PPM America Long Short Credit Fund
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JNL/X. Xxxx Price Capital Appreciation Fund
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Cayman Islands Entities:
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JNL/AB Dynamic Asset Allocation Fund Ltd.
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JNL/Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund Ltd.
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A-2