AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT
| AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT |
This Amendment to Master Sub-Accounting Services Agreement (“Amendment”) is made as of August 1, 2013, by and between Xxxxxx Investment Management, LLC (the “Administrator”) and State Street Bank and Trust Company (the “Sub-Accounting Agent”).
WHEREAS, the Administrator and the Sub-Accounting Agent entered into that certain Master Sub-Accounting Services Agreement dated as of January 1, 2007 (as amended, modified and supplemented from time to time, the “Agreement”); and
WHEREAS, the Administrator and Sub-Accounting Agent desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing, the Administrator and the Sub-Accounting Agent hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. The first sentence of Section 6(a) of the Agreement is hereby deleted and replaced with the following:
“This Agreement shall continue in full force and effect for an additional term commencing on the date hereof and ending December 31, 2020 (the “Additional Term”), and, after that, shall automatically renew for additional consecutive three (3) year terms, in each case unless either party gives one hundred eighty (180) days’ prior written notice to the other of its intent not to renew. During the Additional Term and thereafter: (i) either party may terminate this Agreement in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, in either case within 60 days’ written notice of such breach, and (ii) the Administrator may terminate this Agreement with respect to any Fund or Portfolio(s) of a Fund in the event that the Fund or its Portfolio(s) are liquidated or merged into or consolidated with another person. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, upon receipt of a final xxxx from the Sub-Accounting Agent, the Administrator shall pay Sub-Accounting Agent all accrued and unpaid fees and expenses under this Agreement. For the avoidance of doubt, the Administrator reserves the right to close sleeves of the Portfolios and share classes of the Funds without penalty.
Termination of this Agreement with respect to the coverage of any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 3 and 5 of this Agreement shall survive termination of this Agreement for any reason.
Notwithstanding any term herein to the contrary, this Agreement may, at the sole option of the Sub-Accounting Agent, be terminated (in its entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable) without prior notice by the Sub-Accounting Agent in the event of (i) any termination by a Fund of its custodial services agreement with State Street Bank and Trust Company (in each such case, in such agreement’s entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable) or (ii) any termination of the Administration Agreement or the termination or resignation of the Administrator under the Administration Agreement (in each such case, in such agreement’s entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable).
2. Sections 6(b), 6(c), 6(d), 6(e), and 6(f) of the Agreement are hereby deleted in their entirety.
3. Section 11.9 of the Agreement is hereby modified to update the Sub-Accounting Agent’s contact information as follows:
| “To the Sub-Accounting Agent: | STATE STREET BANK AND TRUST COMPANY |
| 0000 Xxxxx Xxxxxx Xxxxx | |
| Xxxxxx, XX 00000 | |
| Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President | |
| Telephone: 000-000-0000 | |
| Telecopy: 000-000-0000” | |
4. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
5. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
| [Signature page follows.] |
| 2 |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first written above.
| XXXXXX INVESTMENT MANAGEMENT, LLC | ||
| By: /s/ Xxxxxx X. Xxxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxxx | |
| Title: | Chief of Operations | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Executive Vice President | |
| 3 |
| APPENDIX A |
| TO |
| MASTER SUB-ACCOUNTING SERVICES AGREEMENT |
| Xxxxxx Fund | Xxxxx Xxxxxx | |
| XXXX/XXXXXXXXX | # | Xxxx # |
| XXXXXX AMERICAN GOVERNMENT INCOME FUND | 033 | 38MG |
| XXXXXX ARIZONA TAX EXEMPT INCOME FUND | 855 | 38RH |
| XXXXXX ASSET ALLOCATION FUNDS | ||
| on behalf of: | ||
| Xxxxxx Dynamic Asset Allocation Balanced Fund | 259 | 38MY |
| Xxxxxx Dynamic Asset Allocation Conservative Fund | 264 | 38MZ |
| Xxxxxx Dynamic Asset Allocation Growth Fund | 250 | 38MX |
| XXXXXX CALIFORNIA TAX EXEMPT INCOME FUND | 027 | 38Q5 |
| XXXXXX CONVERTIBLE SECURITIES FUND | 008 | 38QG |
| XXXXXX DIVERSIFIED INCOME TRUST | 075 | 38MS |
| XXXXXX EQUITY INCOME FUND | 012 | 38QH |
| XXXXXX EUROPE EQUITY FUND | 057 | 38MH |
| XXXXXX FUNDS TRUST | ||
| on behalf of: | ||
| Xxxxxx Absolute Return 100 Fund | EB3 | 38V5 |
| Xxxxxx Absolute Return 300 Fund | EC3 | 38V6 |
| Xxxxxx Absolute Return 500 Fund | DK6 | 38V7 |
| Xxxxxx Absolute Return 700 Fund | ED8 | 38V8 |
| Xxxxxx Asia Pacific Equity Fund | GC4 | 38CA |
| Xxxxxx Xxxxxxx Xxxxxxxx Xxxx | XX0 | 00XX |
| Xxxxxx Dynamic Asset Allocation Equity Fund | FL7 | 38ZA |
| Xxxxxx Dynamic Risk Allocation Fund | EC2 | 00XX |
| Xxxxxx Emerging Markets Equity Fund | CT2 | 38P4 |
| Xxxxxx Emerging Markets Income Fund | NE3 | 38AN |
| Xxxxxx Equity Spectrum Fund | GA7 | 38VX |
| Xxxxxx Floating Rate Income Fund | 29X | 38PJ |
| Xxxxxx Global Consumer Fund | EJ3 | 38VA |
| Xxxxxx Global Dividend Fund | NE9 | 38AO |
| Xxxxxx Global Energy Fund | EK2 | 38VB |
| Xxxxxx Global Financials Fund | EK9 | 00XX |
| Xxxxxx Global Industrials Fund | EL8 | 38VE |
| Xxxxxx Global Sector Fund | GV5 | 38WA |
| Xxxxxx Global Technology Fund | EM7 | 00XX |
| Xxxxxx Global Telecommunications Fund | EN6 | 38VG |
| Xxxxxx Intermediate-Term Municipal Income Fund | ND5 | 38AM |
| Xxxxxx International Value Fund | 2CE | 38ND |
| Xxxxxx Low Volatility Equity Fund | NF7 | 38AP |
| Xxxxxx Money Market Liquidity Fund | AD5 | 38UM |
| Xxxxxx Multi-Cap Core Fund | HF8 | 38WG |
| Xxxxxx Retirement Income Fund Lifestyle 2 | LF2 | 38BA |
| Xxxxxx Retirement Income Fund Lifestyle 3 | 7BF | 38PL |
| Xxxxxx Fund | Xxxxx Xxxxxx | |
| XXXX/XXXXXXXXX | # | Xxxx # |
| Xxxxxx Short Duration Income Fund | LU7 | 38BE |
| Xxxxxx Short Term Investment Fund | NB2 | 38AJ |
| Xxxxxx Short-Term Municipal Income Fund | NC7 | 38AL |
| Xxxxxx Small Cap Growth Fund | 2HF | 38NI |
| Xxxxxx Strategic Volatility Equity Fund | NG5 | 38AQ |
| XXXXXX GLOBAL EQUITY FUND | 005 | 38QE |
| XXXXXX GLOBAL HEALTH CARE FUND | 021 | 38QJ |
| XXXXXX GLOBAL INCOME TRUST | 041 | 38QL |
| XXXXXX GLOBAL NATURAL RESOURCES FUND | 018 | 38MD |
| XXXXXX GLOBAL UTILITIES FUND | 840 | 38Q1 |
| XXXXXX HIGH INCOME SECURITIES FUND | 061 | 38MJ |
| XXXXXX HIGH YIELD ADVANTAGE FUND | 060 | 38MI |
| XXXXXX HIGH XXXXX XXXXX | 000 | 00XX |
| XXXXXX INCOME FUND | 004 | 38QD |
| XXXXXX INTERNATIONAL EQUITY FUND | 841 | 38NX |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx Xxxxxxx Xxxxxxxxxxxxx Xxxx | 0XX | 00X0 |
| Xxxxxx Growth Opportunities Fund | 2AP | 38QR |
| Xxxxxx International Capital Opportunities Fund | 2AZ | 38PG |
| Xxxxxx International Growth Fund | 539 | 00XX |
| Xxxxxx Multi-Cap Xxxxx Xxxx | 0XX | 00XX |
| Xxxxxx Research Fund | 2AQ | 38NB |
| Xxxxxx Small Cap Value Fund | 2MF | 00XX |
| XXXXXX INVESTORS FUND | 003 | 38QB |
| XXXXXX MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
| XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND | 000 | 00XX |
| XXXXXX MASTER INTERMEDIATE INCOME TRUST | 074 | 38MR |
| XXXXXX MICHIGAN TAX EXEMPT INCOME FUND | 846 | 38RE |
| XXXXXX MINNESOTA TAX EXEMPT INCOME FUND | 847 | 38RF |
| XXXXXX MONEY MARKET FUND | 010 | 38Q2 |
| XXXXXX MORTGAGE RECOVERY FUND | MC3 | 00XX |
| XXXXXX MULTI-CAP GROWTH FUND | 852 | 38NY |
| XXXXXX MUNICIPAL OPPORTUNITIES TRUST | 582 | 38RB |
| XXXXXX NEW JERSEY TAX EXEMPT INCOME FUND | 019 | 38Q4 |
| XXXXXX NEW YORK TAX EXEMPT INCOME FUND | 030 | 38Q6 |
| XXXXXX OHIO TAX EXEMPT INCOME FUND | 848 | 00XX |
| XXXXXX PENNSYLVANIA TAX EXEMPT INCOME FUND | 047 | 38R0 |
| XXXXXX PREMIER INCOME TRUST | 073 | 38MQ |
| XXXXXX RETIREMENT READY FUNDS | ||
| on behalf of: | ||
| Xxxxxx RetirementReady 2055 Fund | KT2 | 38KB |
| Xxxxxx RetirementReady 2050 Fund | 7CR | FFAM |
| 0 |
| Xxxxxx Xxxx | Xxxxx Xxxxxx | |
| XXXX/XXXXXXXXX | # | Xxxx # |
| Xxxxxx RetirementReady 2045 Fund | 40M | FFAD |
| Xxxxxx RetirementReady 2040 Fund | 40F | FFAB |
| Xxxxxx RetirementReady 2035 Fund | 49Y | FFAL |
| Xxxxxx RetirementReady 2030 Fund | 49R | FFAJ |
| Xxxxxx RetirementReady 2025 Fund | 49K | FFAI |
| Xxxxxx RetirementReady 2020 Fund | 49D | FFAH |
| Xxxxxx RetirementReady 2015 Fund | 48W | FFAG |
| Xxxxxx Retirement Income Funds Lifestyle 1 | 48P | FFAF |
| XXXXXX TAX EXEMPT INCOME FUND | 011 | 38Q3 |
| XXXXXX TAX EXEMPT MONEY XXXXXX XXXX | 000 | 00X0 |
| XXXXXX TAX-FREE INCOME TRUST | ||
| on behalf of: | ||
| Xxxxxx AMT-Free Municipal Fund | 035 | 38Q7 |
| Xxxxxx Tax-Free High Xxxxx Xxxx | 000 | 00X0 |
| XXXXXX US GOVERNMENT INCOME TRUST | 032 | 38MF |
| XXXXXX VARIABLE TRUST | ||
| on behalf of: | ||
| Xxxxxx VT Absolute 500 Return Fund | LC3 | 38AD |
| Xxxxxx VT American Government Income Fund | 2PX | 00XX |
| Xxxxxx VT Capital Opportunities Fund | 23K | 38QO |
| Xxxxxx VT Diversified Income Fund | 961 | 38PA |
| Xxxxxx VT Equity Income Fund | 23N | 38QP |
| Xxxxxx VT Xxxxxx Xxxxxx Xxxxxxxx Xxxx | 0XX | 00XX |
| Xxxxxx VT Global Asset Allocation Fund | 070 | 38MO |
| Xxxxxx VT Global Equity Fund | 016 | 38QI |
| Xxxxxx VT Global Health Care Fund | 2IW | 38QW |
| Xxxxxx VT Global Utilities Fund | 152 | 38QN |
| Xxxxxx VT Growth and Income Fund | 066 | 38ML |
| Xxxxxx VT Growth Xxxxxxxxxxxxx Xxxx | 0XX | 00XX |
| Xxxxxx VT High Yield Fund | 067 | 38MN |
| Xxxxxx VT Income Fund | 068 | 38QM |
| Xxxxxx VT International Equity Fund | 2DO | 38NF |
| Xxxxxx VT International Xxxxxx Xxxx | 0XX | 00XX |
| Xxxxxx VT International Value Fund | 2DN | 38NE |
| Xxxxxx VT Xxxxxxxxx Xxxx | 0XX | 00XX |
| Xxxxxx VT Money Xxxxxx Xxxx | 000 | 00XX |
| Xxxxxx VT Multi-Cap Growth Fund | 098 | 38PF |
| Xxxxxx VT Multi-Cap Value Fund | 23H | 38MV |
| Xxxxxx VT Research Fund | 2LA | 28PH |
| Xxxxxx VT Small Cap Value Fund | 2MJ | 38NM |
| Xxxxxx VT Voyager Fund | 065 | 38PE |
| XXXXXX VOYAGER FUND | 007 | 38MB |
| 6 |
| Xxxxxx Fund | Xxxxx Xxxxxx | |
| XXXX/XXXXXXXXX | # | Xxxx # |
| XXX XXXXXX XXXXXX FUND OF BOSTON | 001 | 38QA |
| THE XXXXXX FUND FOR GROWTH AND INCOME | 002 | 38MA |
| 7 |
