EX-99.23(h)(10)
Execution Version
AMENDMENT NO. 2
TO THE
TRANSFER AGENCY SERVICES AGREEMENT
This AMENDMENT NO. 2 TO THE TRANSFER AGENCY SERVICES AGREEMENT, dated as of
December 27, 2007 ("Amendment No. 2"), by and between PFPC Inc., a Massachusetts
corporation ("PFPC"), and JNL Investors Series Trust, a Massachusetts business
trust ("Fund"), amends the Transfer Agency Services Agreement ("Original
Agreement"), dated as of December 15, 2006, by and between PFPC and the Fund, as
amended by the Amendment To Transfer Agency Services Agreement, dated as of
August 29, 2007, between PFPC and the Fund (Amendment No. 1"). The Original
Agreement as amended by Amendment No. 1 is sometimes referred to herein as the
"Amended Agreement".
BACKGROUND
The parties wish to amend the Amended Agreement to add to Schedule A
thereto two additional investment portfolios with respect to which the Fund
wishes PFPC to act as transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent. PFPC wishes to accept such appointment.
TERMS
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound, the parties hereto agree as follows:
1. MODIFICATIONS TO AMENDED AGREEMENT. The Amended Agreement is amended as
follows:
(a) The term "Agreement" is hereby redefined to mean "the Original
Agreement as amended by Amendment No. 1 and Amendment No. 2".
(b) Schedule A to the Amended Agreement is hereby deleted in its entirety
and replaced in its entirety by the Schedule A attached to this Amendment No. 2.
(c) Section 1 of the Amended Agreement is hereby amended by adding thereto
new subsections (i), (j) and (k) which shall read in their entirety as follows:
(i) "Original Agreement" means the Transfer Agency Services Agreement,
dated as of December 15, 2006, by and between PFPC and the Fund.
(j) "Amendment No. 1" means the Amendment To Transfer Agency Services
Agreement, dated as of August 29, 2007, between PFPC and the Fund.
(k) "Amendment No. 2" means Amendment No. 2 To The Transfer Agency
Services Agreement, dated as of December 27, 2007, by and between PFPC
and the Fund.
(d) Existing Section 25(a) of the Amended Agreement is deleted in its
entirety and replaced in its entirety by the following:
(a) ENTIRE AGREEMENT. The Original Agreement together with Amendment No. 1
and Amendment No. 2 embody the entire agreement and understanding
between the parties with respect to the subject matter therein and
supersedes all prior agreements and understandings relating to the
same subject matter; PROVIDED, HOWEVER, the rights and obligations of
the parties under the Agreement with respect to the period commencing
(and including) December 15, 2006 and ending (and including) August
28, 2007 shall be determined exclusively by reference to the terms of
the Original Agreement, the rights and obligations of the parties
under the Agreement with respect to the period commencing (and
including) August 29, 2007 and ending (and including) December 26,
2007 shall be determined exclusively by reference to the terms of the
Original Agreement as amended by Amendment No. 1, and the rights and
obligations of the parties under the Agreement with respect to the
period commencing (and including) December 27, 2007 shall be
determined exclusively by reference to the terms of the Original
Agreement as amended by Amendment No. 1 and Amendment No 2; PROVIDED
FURTHER, HOWEVER, that the parties may embody in one or more separate
documents their agreement, if any, with respect to delegated duties.
2. REMAINDER OF AMENDED AGREEMENT. Except as amended by this Amendment No.
2, the terms and provisions of the Amended Agreement are hereby ratified and
declared to be in full force and effect.
3. INCORPORATION BY REFERENCE. Section 25(c) (Captions) and Section 25(e)
(Governing Law) of the Amended Agreement are hereby incorporated by reference
into this Amendment No. 2 and shall apply to this Amendment No. 2 as if fully
set forth herein.
4. ENTIRE AGREEMENT. This Amendment No. 2 constitutes the entire agreement
between the parties with respect to the subject matter herein and supersedes all
prior and contemporaneous proposals, agreements, contracts, representations and
understandings, whether written, oral or electronic, between the parties with
respect to the same subject matter (except for the Original Agreement as amended
by Amendment No. 1 and Amendment No. 2).
5. FACSIMILE SIGNATURES; COUNTERPARTS. This Amendment No. 2 may be executed
in one more counterparts; such execution of counterparts may occur by manual
signature, facsimile signature, manual signature transmitted by means of
facsimile transmission or manual signature contained in an imaged document
attached to an email transmission; and each such counterpart executed in
accordance with the foregoing shall be deemed an original, with all such
counterparts together constituting one and the same instrument. The exchange of
executed copies of this Amendment No. 2 or of executed signature pages to this
Amendment No. 2 by facsimile transmission or as an imaged document attached to
an email transmission shall constitute effective execution and delivery hereof
and may be used for all purposes in lieu of a manually executed copy of this
Amendment No. 2.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed by their duly authorized officers as of the day and year first
written above.
PFPC INC. JNL INVESTORS SERIES TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President Title: President
Senior Managing Director
EXHIBIT A
(As amended by Amendment No. 2 dated as of December 27, 2007)
THIS EXHIBIT A, dated as of December 27, 2007, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of December 15, 2006, between PFPC
Inc. and JNL Investors Series Trust.
PORTFOLIOS
▇▇▇▇▇▇▇ Perspective 5 Fund - Classes A & C
▇▇▇▇▇▇▇ Perspective 10 x 10 Fund - Classes A & C
▇▇▇▇▇▇▇ Perspective Index 5 Fund - Classes A & C
▇▇▇▇▇▇▇ Perspective Money Market Fund - Class A
▇▇▇▇▇▇▇ Perspective Optimized 5 Fund - Classes A & C
▇▇▇▇▇▇▇ Perspective S&P 4 Fund - Classes A & C
▇▇▇▇▇▇▇ Perspective VIP Fund - Classes A & C
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