AMENDMENT TO MASTER CUSTODIAN AGREEMENT
| AMENDMENT TO MASTER CUSTODIAN AGREEMENT |
This Amendment to Master Custodian Agreement (“Amendment”) is made as of June 25, 2020, by and between each management investment company party thereto (each, a “Fund ” and collectively, the “Funds,” and each series of a Fund, a “Portfolio”) and State Street Bank and Trust Company (the “Custodian”).
WHEREAS, each Fund and the Custodian entered into that certain Master Custodian Agreement dated as of January 1, 2007 (as amended, modified and supplemented from time to time, the “Agreement”); and
WHEREAS, each Fund and the Custodian desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing, each Fund, acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies, and the Custodian hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. A new section 6A is hereby added to the Agreement as follows:
SECTION 6A. FOREIGN EXCHANGE.
SECTION 6A.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include standing instructions or security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions, which processing and settlement shall constitute part of the services provided by the Custodian under this Agreement. The actual execution of such foreign exchange transactions does not constitute part of the services provided by the Custodian under this Agreement.
SECTION 6A.2. FUND ELECTIONS. Each Fund or Portfolio (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or Portfolio or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund or Portfolio (or its Investment Advisor) instructs the Custodian, on behalf of the Fund or Portfolio, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in the preceding sentence), trust or fiduciary obligation to the Fund or Portfolio, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund or Portfolio (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.
“Investment Advisor” means, in relation to a Fund or Portfolio, the investment manager or investment advisor of the Fund or Portfolio.
SECTION 6A.3. FUND ACKNOWLEDGEMENT. Each Fund or Portfolio acknowledges that in connection with all foreign exchange transactions entered into by the Fund or a Portfolio (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or Portfolio or its Investment Advisor;
(ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or Portfolio or its Investment Advisor; and
(iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or Portfolio or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or Portfolio or the Investment Advisor or (ii) as established by the sub-custodian from time to time.
SECTION 6A.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund or a Portfolio (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund or a Portfolio (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or a Portfolio or the Investment Advisor.
2. The first sentence of Section 16(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 (the “Additional Term”) commencing on the date hereof and ending December 31, 2021, 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.
3. Section 21.9 of the Agreement is hereby modified to update the Funds’ and the Custodian’s contact information as follows:
| To any Fund: | c/x XXXXXX FIDUCIARY TRUST COMPANY, LLC | |
| 000 Xxxxxxx Xxxxxx | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: [__________] | ||
| Telephone: [_________] | ||
| With a copy to: | Ropes & Xxxx LLP | |
| Prudential Tower | ||
| 000 Xxxxxxxx Xxxxxx | ||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attention: [__________] | ||
| Telephone: [_________] | ||
| Information Classification: Limited Access |
| 2 |
| To the Custodian: | STATE STREET BANK AND TRUST COMPANY | |
| Xxxxxx Xxxxxx Building | ||
| 000 Xxxxxxx Xxx, Xxxxxx, XX 00000 | ||
| Attention: Xxxxxxxx X. Xxxxxxxxx, Vice President | ||
| Telephone: 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.
6. A copy of the Amended and Restated Agreement and Declaration of Trust of each Fund is on file with the Secretary of The Commonwealth of The Commonwealth of Massachusetts. Notice is hereby given, and it is expressly agreed, that the obligations under this Amendment and the Agreement of any such Fund shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Fund personally, but bind only the trust property of such Fund. Furthermore, notice is given that the assets and liabilities of each series of each Fund that is a series company are separate and distinct and that the obligations of or arising out of this Amendment and the Agreement are several and not joint and are binding only on the assets or property of each series with respect to its obligations. In the case of each Fund, the execution and delivery of this Agreement on its behalf has been authorized by its trustees, and signed by an authorized officer, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery shall be deemed to have been made by any of them individually, but shall only bind the trust property of each Fund.
| [Signature page follows.] |
| Information Classification: Limited Access |
| 3 |
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.
| EACH MANAGEMENT INVESTMENT COMPANY PARTY | ||
| TO THE MASTER CUSTODIAN AGREEMENT | ||
| By: ___/s/ Xxxxxxxx X. Horwitz_______________ | ||
| Name: Xxxxxxxx X. Xxxxxxx | ||
| Title: Executive Vice President, Pricipal Executive Officer, | ||
| and Compliance Liaison | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: ___/s/ Xxxxxx Erickson__________________ | ||
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Executive Vice President | ||
| Information Classification: Limited Access |
| 4 |
| APPENDIX A |
| TO |
| MASTER CUSTODIAN AGREEMENT |
| FUND/PORTFOLIO | Xxxxxx | Xxxxx |
| Xxxx # | Xxxxxx | |
| Xxxx # | ||
| 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 Income Strategies Portfolio | VC9 | 38AK |
| 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 FUNDS TRUST | ||
| on behalf of: | ||
| Xxxxxx Short Duration Xxxx Xxxx | XX0 | 00X0 |
| Xxxxxx Fixed Income Absolute Return Fund | EC3 | 38V6 |
| Xxxxxx Multi-Asset Absolute Return Fund | ED8 | 38V8 |
| 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 Equity Spectrum Fund | GA7 | 38VX |
| Xxxxxx Floating Rate Income Fund | 29X | 38PJ |
| Xxxxxx Focused Equity Fund | EL8 | 38VE |
| Xxxxxx Global Technology Fund | EM7 | 00XX |
| Xxxxxx Intermediate-Term Municipal Income Fund | ND5 | 38AM |
| Xxxxxx International Value Fund | 2CE | 38ND |
| Xxxxxx Multi-Cap Core Fund | HF8 | 38WG |
| Xxxxxx Ultra 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 Mortgage Opportunities Fund | PZ4 | 38PO |
| Information Classification: Limited Access |
| XXXXXX GLOBAL EQUITY FUND | 005 | 38QE |
| XXXXXX GLOBAL HEALTH CARE FUND | 021 | 38QJ |
| XXXXXX GLOBAL INCOME TRUST | 041 | 38QL |
| Xxxxxx High Yield Fund | 060 | 38MI |
| XXXXXX INCOME FUND | 004 | 38QD |
| XXXXXX INTERNATIONAL EQUITY FUND | 841 | 38NX |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx Growth Opportunities Fund | 2AP | 38QR |
| Xxxxxx International Capital Opportunities Fund | 2AZ | 38PG |
| Xxxxxx Sustainable Xxxxxx Xxxx | 0XX | 00XX |
| Xxxxxx Research Fund | 2AQ | 38NB |
| Xxxxxx Small Cap Value Fund | 2MF | 00XX |
| Xxxxxx Government Xxxxx Xxxxxx Xxxx | XX0 | 00XX |
| XXXXXX MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
| XXXXXX MASSACHUSETTS TAX EXEMPT INCOME | 000 | 00XX |
| XXXX | ||
| XXXXXX MASTER INTERMEDIATE INCOME TRUST | 074 | 38MR |
| XXXXXX MINNESOTA TAX EXEMPT INCOME FUND | 847 | 38RF |
| XXXXXX MONEY MARKET FUND | 010 | 38Q2 |
| XXXXXX SUSTAINABLE LEADERS 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 TARGET DATE FUNDS | ||
| on behalf of: | ||
| Xxxxxx RetirementReady 2060 Fund | QN8 | 00XX |
| Xxxxxx XxxxxxxxxxXxxxx 0000 Xxxx | XX0 | 00XX |
| Xxxxxx RetirementReady 2050 Fund | 7CR | FFAM |
| 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 Maturity Fund | 48P | FFAF |
| Xxxxxx Retirement Advantage 2020 Fund | UU3 | 38A9 |
| Xxxxxx Retirement Advantage 2025 Fund | UU4 | 38BL |
| Xxxxxx Retirement Advantage 2030 Fund | UU5 | 38BN |
| Xxxxxx Retirement Advantage 2035 Fund | UU6 | 38BP |
| Information Classification: Limited Access |
| 6 |
| Xxxxxx Retirement Advantage 2040 Fund | UU7 | 38BQ |
| Xxxxxx Retirement Advantage 2045 Fund | UU8 | 38BR |
| Xxxxxx Retirement Advantage 2050 Fund | UU9 | 38BS |
| Xxxxxx Retirement Advantage 2055 Fund | UV2 | 38BU |
| Xxxxxx Retirement Advantage 2060 Fund | UV3 | 38BV |
| Xxxxxx Retirement Advantage Maturity Fund | UV4 | 38BM |
| XXXXXX TAX EXEMPT INCOME FUND | 011 | 38Q3 |
| XXXXXX TAX-FREE INCOME TRUST | ||
| on behalf of: | ||
| Xxxxxx AMT-Free Municipal Fund | 035 | 38Q7 |
| Xxxxxx Tax-Free High Xxxxx Xxxx | 000 | 00X0 |
| Xxxxxx Mortgage Securities Fund | 032 | 38MF |
| XXXXXX VARIABLE TRUST | ||
| on behalf of: | ||
| Xxxxxx VT Multi-Asset Absolute Return Fund | LC3 | 38AD |
| Xxxxxx VT Mortgage Securities Fund | 2PX | 00XX |
| Xxxxxx VT Small Cap Growth 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 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 Emerging Markets Equity Fund | 2DP | 00XX |
| Xxxxxx VT International Value Fund | 2DN | 38NE |
| Xxxxxx VT Multi-Cap Core Fund | 2IO | 38QU |
| Xxxxxx VT Government Money Xxxxxx Xxxx | 000 | 00X0 |
| Xxxxxx VT Sustainable Leaders Fund | 098 | 38PF |
| Xxxxxx VT Sustainable Future Fund | 23H | 38MV |
| Xxxxxx VT Research Fund | 2LA | 38PH |
| Xxxxxx VT Small Cap Value Fund | 2MJ | 38NM |
| Xxxxxx Xxxxxx Balanced Fund | 001 | 38QA |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx PanAgora Risk Xxxxxx Xxxx | XX0 | 00XX |
| Xxxxxx PanAgora Risk Parity Ltd. | SN9 | 38PX |
| Information Classification: Limited Access |
| Xxxxxx PanAgora Managed Futures Strategy | SM7 | 38PV |
| Xxxxxx PanAgora Managed Futures Strategy Ltd. | SN8 | 38PY |
| Xxxxxx PanAgora Xxxxxx Xxxxxxx Xxxx | XX0 | 00XX |
| Information Classification: Limited Access |
| 8 |
