Amendment to Amended and Restated Master Custodian Agreement
This amendment, made as of October 3, 2024, and effective October 21, 2024 (the “Amendment”), to the Amended and Restated Master Custodian Agreement dated as of December 1, 2022 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”), is by and among each management investment company identified on Appendix A thereto (each, a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company (the “Custodian”, and together with the Funds, the “Parties”).
Whereas, each Fund segregates and separately manages certain of each respective Fund’s assets or portfolio of assets (each in an account).
Whereas, the Board of Trustees of JNL Series Trust (the “Board”) has approved (i) two new Portfolios of JNL Series Trust (together, the “New Portfolios”) (ii) a merger for one Portfolio of JNL Series Trust into another Portfolio of JNL Series Trust (the “Merged Portfolio”); and (iii) name changes for nine Portfolios of JNL Series Trust (together, the “Portfolio Name Changes”) wherein six portfolios will change custodians to State Street Bank and Trust Company and will be added as Portfolios to this Agreement (the “Custodian Changes”), as outlined below, October 21, 2024:
New Portfolios
| 1) | JNL/JPMorgan Nasdaq® Hedged Equity Fund; and |
| 2) | JNL/T. Rowe Price Capital Appreciation Equity Fund. |
Merged Portfolio
| 1) | JNL/Baillie Gifford U.S. Equity Growth Fund. |
Portfolio Name Changes
| 1) | JNL/Lazard International Strategic Equity Fund change to JNL/Lazard International Quality Growth Fund (in connection with an investment strategy/non-fundamental operating policy change, as approved by the Board); |
| 2) | JNL/PPM America Floating Rate Income Fund change to JNL Multi-Manager Floating Rate Income Fund; |
| 3) | JNL/T. Rowe Price Established Growth Fund change to JNL/T. Rowe Price Growth Stock Fund; |
Portfolio Name Changes/Custodian Changes
| 4) | JNL/Goldman Sachs Managed Aggressive Growth Fund change to JNL/JPMorgan Managed Aggressive Growth Fund (in connection with an investment sub-adviser replacement, as approved by the Board); |
| 5) | JNL/Goldman Sachs Managed Growth Fund change to JNL/JPMorgan Managed Growth Fund (in connection with an investment sub-adviser replacement, as approved by the Board); |
| 6) | JNL/Goldman Sachs Managed Moderate Growth Fund change to JNL/JPMorgan Managed Moderate Growth Fund (in connection with an investment sub-adviser replacement, as approved by the Board); |
| 7) | JNL/Goldman Sachs Managed Moderate Fund change to JNL/JPMorgan Managed Moderate Fund (in connection with an investment sub-adviser replacement, as approved by the Board); |
| 8) | JNL/Goldman Sachs Managed Conservative Fund change to JNL/JPMorgan Managed Conservative Fund (in connection with an investment sub-adviser replacement, as approved by the Board); and |
| 9) | JNL/Heitman U.S. Focused Real Estate Fund change to JNL/Cohen & Steers U.S. Realty Fund (in connection with an investment sub-adviser replacement, as approved by the Board). |
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 Portfolios, to remove the Merged Portfolio, to update the names of certain Portfolios pursuant to the Portfolio Name Changes, and to add certain Portfolios pursuant to the Custodian Changes, effective October 21, 2024.
Information Classification: Limited Access
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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, in its entirety, and replaced with the Appendix A attached hereto. All references to a “Portfolio” under the Agreement shall be deemed to include the following: |
JNL/JPMorgan Nasdaq® Hedged Equity Fund;
JNL/T. Rowe Price Capital Appreciation Equity Fund;
JNL/JPMorgan Managed Aggressive Growth Fund;
JNL/JPMorgan Managed Growth Fund;
JNL/JPMorgan Managed Moderate Growth Fund;
JNL/JPMorgan Managed Moderate Fund;
JNL/JPMorgan Managed Conservative Fund; and
JNL/Cohen & Steers U.S. Realty Fund.
| 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. |
[signature page immediately follows]
Information Classification: Limited Access
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In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their officers designated below, effective October 21, 2024.
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JNL Series Trust, and JNL Investors Series Trust, each on behalf of its Portfolios listed on Appendix A of the Agreement
Jackson Credit Opportunities Fund Jackson Credit Opportunities Fund LLC Jackson Real Assets Fund Jackson Real Assets Fund LLC |
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| By: | /s/ Emily J. Bennett |
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| Name: | Emily J. Bennett | |
| Title: | Vice President and Assistant Secretary | |
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PPM Funds, on behalf of its Portfolios listed on Appendix A of the Agreement |
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| By: | /s/ Emily J. Bennett |
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| Name: | Emily J. Bennett | |
| Title: | Vice President and Secretary | |
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State Street Bank and Trust Company |
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| By: | /s/ Scott Shirrell |
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| Name: | Scott Shirrell |
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| Title: | Managing Director |
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Information Classification: Limited Access
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Appendix A
(Updated as of October 21, 2024)
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Management Investment Company: JNL Series Trust, for the following Portfolios |
| JNL Multi-Manager Alternative Fund |
| JNL Multi-Manager Emerging Markets Equity Fund |
| JNL Multi-Manager Floating Rate Income Fund |
| JNL Multi-Manager International Small Cap Fund |
| JNL Multi-Manager Mid Cap Fund |
| JNL Multi-Manager U.S. Select Equity Fund |
| JNL/Baillie Gifford International Growth Fund |
| JNL/Causeway International Value Select Fund |
| JNL/ClearBridge Large Cap Growth Fund |
| JNL/Cohen & Steers U.S. Realty Fund |
| JNL/DFA International Core Equity 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 Small Cap Growth Fund |
| JNL/JPMorgan Global Allocation Fund |
| JNL/JPMorgan Hedged Equity Fund |
| JNL/JPMorgan Managed Aggressive Growth Fund |
| JNL/JPMorgan Managed Conservative Fund |
| JNL/JPMorgan Managed Growth Fund |
| JNL/JPMorgan Managed Moderate Fund |
| JNL/JPMorgan Managed Moderate Growth Fund |
| JNL/JPMorgan Nasdaq® Hedged Equity Fund |
| JNL/JPMorgan Midcap Growth Fund |
| JNL/JPMorgan U.S. Government & Quality Bond Fund |
| JNL/JPMorgan U.S. Value Fund |
| JNL/Lazard International Quality Growth Fund |
| JNL/Loomis Sayles Global Growth Fund |
| JNL/Lord Abbett Short Duration Income Fund |
| JNL/Mellon World Index Fund |
| JNL/Mellon Nasdaq® 100 Index Fund |
| JNL/MFS Mid Cap Value Fund |
| JNL/Neuberger Berman Commodity Strategy Fund |
| JNL/Neuberger Berman Gold Plus Strategy Fund |
| JNL/Neuberger Berman Strategic Income Fund |
| JNL/PPM America High Yield Bond Fund |
| JNL/PPM America Investment Grade Credit Fund |
| JNL/PPM America Total Return Fund |
| JNL/RAFI® Fundamental U.S. Small Cap Fund |
| JNL/RAFI® Multi-Factor U.S. Equity Fund |
Information Classification: Limited Access
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| JNL/T. Rowe Price Balanced Fund |
| JNL/T. Rowe Price Capital Appreciation Equity Fund |
| JNL/T. Rowe Price Capital Appreciation Fund |
| JNL/T. Rowe Price Growth Stock 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 |
| JNL/Western Asset Global Multi-Sector Bond Fund |
| JNL/William Blair International Leaders Fund |
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Management Investment Company: JNL Investors Series Trust |
| [Reserved] |
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Management Investment Company: Jackson Credit Opportunities Fund |
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Limited Liability Company: Jackson Credit Opportunities Fund LLC |
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Management Investment Company: Jackson Real Assets Fund |
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Limited Liability Company: Jackson Real Assets Fund LLC |
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Management Investment Company: PPM Funds, for the following Portfolios |
| PPM Core Plus Fixed Income Fund |
| PPM High Yield Core Fund |
Information Classification: Limited Access
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