EX-99.G CUST AGREEMT 11 exg1vii_sscusamend04242017.htm
EX. 99.28(g)(1)(vii)

 
Amendment to Master Custodian Agreement
 

 
This Amendment, effective as of April 24, 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 (“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 new funds, investment sub-adviser replacements, and fund merger have been approved by the Board of Trustees of JNL Series Trust (collectively, “JNLST Fund Changes”), effective April 24, 2017:

New Funds:

1)
JNL/DFA Growth Allocation Fund;

2)
JNL/DFA Moderate Allocation Fund;

Investment Sub-Adviser Replacements:

3)
Massachusetts Financial Services Company (d/b/a MFS Investment Management) will replace Goldman Sachs Asset Management, L.P. as investment sub-adviser to the JNL/Goldman Sachs Mid Cap Value Fund, which will subsequently be renamed the JNL/MFS Mid Cap Value Fund;

4)
AQR Capital Management, LLC will replace Goldman Sachs Asset Management, L.P. as investment sub-adviser to the JNL/Goldman Sachs U.S. Equity Flex Fund, which will subsequently be renamed the JNL/AQR Large Cap Relaxed Constraint Equity Fund; and

Fund Merger:

5)
the JNL/Morgan Stanley Mid Cap Growth Fund will merge into the JNL/T. Rowe Price Mid-Cap Growth Fund.

Whereas, pursuant to the approval of the JNLST Fund Changes, as outlined above, the Parties have agreed to amend the JNL Series Trust section of Appendix A of the Agreement, effective April 24, 2017, to:

1)
add the JNL/DFA Growth Allocation Fund, and the JNL/DFA Moderate Allocation Fund;

2)
remove the JNL/Morgan Stanley Mid Cap Growth Fund and its respective fees; and

3)
change the names of the following funds:

-
JNL/Goldman Sachs Mid Cap Value Fund to JNL/MFS Mid Cap Value Fund; and
-
JNL/Goldman Sachs U.S. Equity Flex Fund to JNL/AQR Large Cap Relaxed Constraint Equity Fund.

Whereas, the Board of Managers of JNL Variable Fund LLC approved the merger of the JNL/Mellon Capital S&P® 24 Fund into the JNL/Mellon Capital JNL 5 Fund of the Fund (“Fund Merger”), effective April 24, 2017.

Whereas, pursuant to the approval of the Fund Merger, as outlined above, the Parties have agreed to amend the JNL Variable Fund LLC section of Appendix A of the Agreement to remove the JNL/Mellon Capital S&P® 24 Fund, effective April 24, 2017.
 
Now, Therefore, in consideration of the premises 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 April 24, 2017, 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 April 24, 2017.

JNL Series Trust
JNL Investors Series Trust
JNL Strategic Income Fund LLC
JNL Variable Fund LLC
Jackson Variable Series Trust,
each on behalf of its portfolios listed on Appendix A hereto
 
JNL/AB Dynamic Asset Allocation Fund Ltd.
 
JNL/Neuberger Berman Risk Balanced
Commodity Strategy Fund Ltd.
 
     
By:
/s/ Kelly L. Crosser
 
Name:
Kelly L. Crosser
 
Title:
Assistant 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

(Last Updated as of April 24, 2017)

JNL Series Trust
JNL Multi-Manager Alternative Fund
JNL Multi-Manager Mid Cap Fund
JNL/AB Dynamic Asset Allocation Fund
JNL/AQR Large Cap Relaxed Constraint Equity Fund
JNL/Boston Partners Global Long Short Equity Fund
JNL/Causeway International Value Select Fund
JNL/Crescent High Income Fund
JNL/DFA Growth Allocation Fund
JNL/DFA Moderate Allocation Fund
JNL/DFA U.S. Core Equity 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/Goldman Sachs Core Plus Bond Fund
JNL/Goldman Sachs Emerging Markets Debt Fund
JNL/Harris Oakmark Global Equity Fund
JNL/Invesco Global Real Estate Fund
JNL/Invesco International Growth Fund
JNL/Invesco Mid Cap Value Fund
JNL/Invesco Small Cap Growth Fund
JNL/JPMorgan Midcap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Mellon Capital European 30 Fund
JNL/Mellon Capital Pacific Rim 30 Fund
JNL/MFS Mid Cap Value Fund
JNL/Neuberger Berman Strategic Income Fund
JNL/Oppenheimer Emerging Markets Innovator Fund
JNL/Oppenheimer 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/T. Rowe Price Established Growth Fund
JNL/T. Rowe Price Mid-Cap Growth Fund
JNL/T. Rowe Price Short-Term Bond Fund
JNL/T. Rowe Price Value Fund
JNL/Westchester Capital Event Driven Fund

JNL Investors Series Trust
JNL/PPM America Low Duration Bond Fund

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JNL Strategic Income Fund LLC
JNL/PPM America Strategic Income Fund

JNL Variable Fund LLC
JNL/Mellon Capital Global 30 Fund
JNL/Mellon Capital JNL 5 Fund
JNL/Mellon Capital Nasdaq® 100 Fund
JNL/Mellon Capital S&P® SMid 60 Fund

Jackson Variable Series Trust
JNL/DFA U.S. Micro Cap Fund
JNL/DoubleLine Total Return Fund
JNL/Eaton Vance Global Macro Absolute Return Advantage Fund
JNL/Lazard International Strategic Equity Fund
JNL/Neuberger Berman Currency Fund
JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund
JNL/Nicholas Convertible Arbitrage Fund
JNL/PPM America Long Short Credit Fund
JNL/T. Rowe Price Capital Appreciation Fund

Cayman Islands Entities:

JNL/AB Dynamic Asset Allocation Fund Ltd.

JNL/Neuberger Berman Risk Balanced Commodity Strategy Fund Ltd.
 
 
 
 
 

 
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