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 

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	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 

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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 

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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 

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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 

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