AMENDMENT TO MASTER CUSTODIAN AGREEMENT
| AMENDMENT TO MASTER CUSTODIAN AGREEMENT |
This Amendment to Master Custodian Agreement (“Amendment”) is made as of August 1, 2013, by and between each management investment company party thereto (each, a “Fund” and collectively, the “Funds”) 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. The following sentence is added at the end of the first paragraph of Section 15:
“Notwithstanding any other provision of this Agreement, the Custodian shall not be liable for the insolvency of any Foreign Sub-Custodian that is not a subsidiary of the Custodian; provided, however, that the foregoing shall not be applicable if the Custodian fails to comply with its obligations under this Agreement or as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to such Foreign Sub-Custodian. For the avoidance of doubt, if the Custodian has met its standard of care hereunder and has fulfilled its obligations as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to a Foreign Sub-Custodian, then the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of such Foreign Sub-Custodian that is not a subsidiary of the Custodian.”
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, 2020, 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) a Fund may terminate this Agreement with respect to itself or its Portfolio(s) 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 Custodian, the applicable Fund shall pay Custodian all accrued and unpaid fees and expenses under this Agreement. For the avoidance of doubt, the Funds reserve the right to close sleeves of the Portfolios and share classes of the Funds without penalty.
Termination of this Agreement with respect to 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 14 and 15 of this Agreement shall survive termination of this Agreement for any reason
This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.”
3. Sections 16(b), 16(c), 16(d), 16(e) and 16(g) of the Agreement are hereby deleted in their entirety. Section 16(f) of the Agreement is hereby re-lettered Section 16(b).
4. Section 21.9 of the Agreement is hereby modified to update the Funds’ and the Custodian’s contact information as follows:
| “To any Fund: | x/x XXXXXX FIDUCIARY TRUST COMPANY |
| Xxx Xxxx Xxxxxx Xxxxxx | |
| Xxxxxx, Xxxxxxxxxxxxx 00000 | |
| Attention: Xxxxxxx Xxxxxxxx, Senior Operations Leader | |
| Telephone: 000-000-0000 | |
| With a copy to: | Ropes & Xxxx LLP |
| Prudential Tower | |
| 000 Xxxxxxxx Xxxxxx | |
| Xxxxxx, Xxxxxxxxxxxxx 00000 | |
| Attention: Xxxx X. Xxxxxxxxx | |
| Telephone: 000-000-0000” | |
| “To the Custodian: | 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” | |
5. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
6. Schedule 1 to the Investment Administration Services Addendum to the Agreement is hereby deleted in its entirety and replaced with the attached Schedule I.
7. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
8. A copy of the 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.] |
| 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.
| EACH MANAGEMENT INVESTMENT COMPANY PARTY | ||
| TO THE MASTER CUSTODIAN AGREEMENT | ||
| By: Xxxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxxx X. Xxxxxxx | |
| Title: | Executive Vice President, | |
| Principal Executive Officer | ||
| And Compliance Liaison | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: /s/ Xxxxxxx. X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Executive Vice President | |
| 3 |
| APPENDIX A |
| TO |
| MASTER CUSTODIAN 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 |
| PUTNAM 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: | ||
| Putnam AMT-Free Municipal Fund | 035 | 38Q7 |
| Xxxxxx Tax-Free High Xxxxx Xxxx | 000 | 00X0 |
| XXXXXX US GOVERNMENT INCOME TRUST | 032 | 38MF |
| PUTNAM VARIABLE TRUST | ||
| on behalf of: | ||
| Putnam VT Absolute 500 Return Fund | LC3 | 38AD |
| Putnam 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 |
| Schedule 1 to Investment Administration Services Addendum to Custody |
| Agreement with the Funds (Retail Funds) |
| Services |
| Trade Settlement | Provide daily failed trades reporting reflecting current failed trades |
| with fail reason if known. Assist in the resolution of failed trades. | |
|
| |
| Corporate Actions | Monitor and report notifications of both non-voluntary and |
| voluntary corporate actions to the Manager from multiple sources. | |
| Monitor responses from Manager's portfolio managers, and | |
| transmit responses to custodians and other mutually agreed upon | |
| parties. | |
|
| |
| Reconciliations | (Position, Cash) Identify, assign and work to resolve exceptions |
| between custody and accounting records at State Street. | |
| Identify, assign and work to resolve exceptions between position | |
| data held at the Manager and the data maintained by State Street. | |
|
| |
| Management Reporting | Prepare standard reports for the Manager as such reports are agreed |
| upon in the Service Level Standards. | |
|
| |
| Cash Availability & Forecasting | Gather and report the amount of available cash contained in |
| portfolios. Forecast and report on future cash availability. | |
|
| |
