AMENDMENT TO CUSTODIAN INVESTMENT ACCOUNTING AGREEMENT
AMENDMENT TO CUSTODIAN INVESTMENT ACCOUNTING AGREEMENT
This Amendment (the “Amendment”) to the Custodian and Investment Accounting Agreement is made as of June 21, 2017, by and between each legal entity set forth on Exhibit A thereto (each a “Fund” and collectively, the “Funds”) and State Street Bank and Trust Company (“State Street” or “Custodian”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
WHEREAS, each Fund and the State Street entered into that certain Custodian and Investment and Accounting Agreement dated as of November 1, 2001 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, State Street and the Funds desire to amend the Agreement as more particularly set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Amendment. The Agreement shall be amended, supplemented and modified as follows: |
| (a) | New Section 27 of the Agreement shall be added to the Agreement as follows: |
“Section 27. Foreign Exchange.
Section 27.1. Generally. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
Section 27.2. Fund Elections. Each Fund (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 its investment advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the general client publications of State Street available from time to time to clients and their investment managers (“Client Publications”) (“Indirect Foreign Exchange Service Transactions”), the Fund (or its investment advisor) instructs the Custodian, on behalf of the Fund, 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 preceding sentence), trust or fiduciary obligation to the Fund, 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 its investment advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. The transaction pricing and reporting for the Indirect Foreign Exchange Service Transactions shall be made available as outlined in the Client Publications.
Section 27.3. Fund Acknowledgement. Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (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 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 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 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 the investment advisor or (ii) as established by the sub-custodian from time to time. |
Section 27.4. Transactions by State Street. The Custodian or its affiliates, including SSGM, when entering into foreign exchange transactions, may trade based upon information that is not available to the Fund (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 its investment advisor), and in connection with such transactions 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 the investment advisor.”
| (b) | New Section 28 of the Agreement shall be added to the Agreement as follows: |
“Section 28. Global Account Documentation Services. The Custodian shall provide Global Documentation Services as follows:
| 1. | Prepare account opening and maintenance, tax reclaim and proxy documentation as required by the local markets, including powers of attorney with respect to account openings and proxies; provided, however, such powers of attorney do not include any proxy voting authority of the Custodian. |
| 2. | Prepare documentation based on best available information; industry experience; communications with local market sub-custodian, depository, exchange, or other relevant entity; and client feedback, as necessary. |
| 3. | Obtain consularization, legalization, and/or state and country apostillation of documents, as needed; provided, however, such consularization does not include consularization that requires a money order. |
| 4. | Provide completed documents to the Fund for final review and execution.” |
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| (c) | Section 20 of the Agreement is hereby amended to amend the notice address to State Street as follows: |
“To State Street:
State Street Bank and Trust Company
Xxxxxx Xxxxxx Building
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Managing Director
with a copy to:
State Street Bank and Trust Company
Legal Division – Global Services Americas
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Senior Vice President and Senior Managing Counsel”
| (d) | Exhibit A attached hereto shall replace in its entirety any prior Exhibit A. |
| 2. | Miscellaneous. |
| (a) | Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect. |
| (b) | This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which 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 hereto adopt as original any signatures received via electronically transmitted form. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
EACH OF THE LEGAL ENTITIES LISTED ON EXHIBIT A
ATTACHED HERETO
| By: | /s/ Xxxxxxxx X. Xxxxxx |
| Name: | Xxxxxxxx X. Xxxxxx |
| Title: | Vice President and Secretary |
STATE STREET BANK AND TRUST COMPANY
| By: | /s/ Xxxxxx Xxxxxxxx |
| Name: | Xxxxxx Xxxxxxxx |
| Title: | Executive Vice President |
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CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
EXHIBIT A
| Lord Xxxxxx Affiliated Fund, Inc. | |
| Lord Xxxxxx Bond-Debenture Fund, Inc. | |
| Lord Xxxxxx Developing Growth Fund, Inc. | |
| Lord Xxxxxx Equity Trust | |
| Lord Xxxxxx Calibrated Large Cap Value Fund | |
| Lord Xxxxxx Calibrated Mid Cap Value Fund | |
| Lord Xxxxxx Global Fund, Inc. | |
| Lord Xxxxxx Emerging Markets Corporate Debt Fund | |
| Lord Xxxxxx Emerging Markets Currency Fund | |
| Lord Xxxxxx Emerging Markets Local Bond Fund | |
| Lord Xxxxxx Multi-Asset Global Opportunity Fund | |
| Lord Xxxxxx Investment Trust | |
| Lord Xxxxxx Convertible Fund | |
| Lord Xxxxxx Core Fixed Income Fund | |
| Lord Xxxxxx Core Plus Bond Fund | |
| Lord Xxxxxx Corporate Bond Fund | |
| Lord Xxxxxx Floating Rate Fund | |
| Lord Xxxxxx High Yield Fund | |
| Lord Xxxxxx Income Fund | |
| Lord Xxxxxx Inflation Focused Fund | |
| Lord Xxxxxx Multi-Asset Balanced Opportunity Fund | |
| Lord Xxxxxx Multi-Asset Focused Growth Fund | |
| Lord Xxxxxx Multi-Asset Growth Fund | |
| Lord Xxxxxx Multi-Asset Income Fund | |
| Lord Xxxxxx Short Duration Core Bond Fund | |
| Lord Xxxxxx Short Duration Income Fund | |
| Lord Xxxxxx Total Return Fund | |
| Lord Xxxxxx Ultra Short Bond Fund | |
| Lord Xxxxxx Mid Cap Stock Fund, Inc. | |
| Lord Xxxxxx Municipal Income Fund, Inc. | |
| Lord Xxxxxx AMT Free Municipal Bond Fund | |
| Lord Xxxxxx California Tax-Free Income Fund | |
| Lord Xxxxxx High Yield Municipal Bond Fund | |
| Lord Xxxxxx Intermediate Tax Free Fund | |
| Lord Xxxxxx National Tax-Free Income Fund | |
| Lord Xxxxxx New Jersey Tax-Free Income Fund | |
| Lord Xxxxxx New York Tax-Free Income Fund | |
| Lord Xxxxxx Short Duration High Yield Municipal Bond Fund | |
| Lord Xxxxxx Short Duration Tax Free Fund | |
| Lord Xxxxxx Research Fund, Inc. | |
| Lord Xxxxxx Calibrated Dividend Growth Fund | |
| Lord Xxxxxx Growth Opportunities Fund | |
| Small-Cap Value Series | |
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| Lord Xxxxxx Securities Trust |
| Lord Xxxxxx Alpha Strategy Fund |
| Lord Xxxxxx Fundamental Equity Fund |
| Lord Xxxxxx Global Core Equity Fund |
| Lord Xxxxxx Growth Leaders Fund |
| Lord Xxxxxx International Core Equity Fund |
| Lord Xxxxxx International Dividend Income Fund |
| Lord Xxxxxx International Opportunities Fund |
| Lord Xxxxxx Micro-Cap Growth Fund |
| Lord Xxxxxx Micro-Cap Value Fund |
| Lord Xxxxxx Value Opportunities Fund |
| Lord Xxxxxx Series Fund, Inc. |
| Bond-Debenture Portfolio |
| Calibrated Dividend Growth Portfolio |
| Classic Stock Portfolio |
| Developing Growth Portfolio |
| Fundamental Equity Portfolio |
| Growth and Income Portfolio |
| Growth Opportunities Portfolio |
| International Core Equity Portfolio |
| International Opportunities Portfolio |
| Mid Cap Stock Portfolio |
| Short Duration Income Portfolio |
| Total Return Portfolio |
| Value Opportunities Portfolio |
| Lord Xxxxxx U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. |
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