AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT
EXHIBIT (h)(1)(e)
AMENDMENT TO
AMENDED AND RESTATED SERVICES AGREEMENT
This Amendment to the Amended and Restated Services Agreement (the “Amendment”) is dated as of August 13, 2020 and effective as of May 29, 2020, by and between each entity or series thereof (each referred to herein as the “Fund’) listed on Appendix A hereto and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
WHEREAS, the Fund and the Bank entered into an Amended and Restated Services Agreement dated as of September 1, 2010 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the Bank and the Fund 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. | Amendments. |
| (a) | Section 7(a) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“(a) The term of this Agreement shall continue through April 1, 2022, provided that either party hereto may terminate this Agreement prior to its expiration in the event the other party violates any material provision of this Agreement, provided that the violating party does not cure such violation within sixty (60) days of receipt of written notice from the non-violating party of such violation and provided further that if it is determined by the non-breaching party that such violation may not be reasonably cured, then such party may terminate this Agreement upon notice in writing to the breaching party that the non-breaching party does not believe that such violation may be cured; and”
| (b) | Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following Section 9: |
“9. Confidentiality
All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 9A below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 9A below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is
publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, inquiry, subpoena, civil investigative demand or other similar process, provided the Receiving Party of such information shall inform the Disclosing Party of such proceeding, investigation, audit, examination, inquiry, subpoena, civil investigative demand or other similar order, inquiry or disclosure as soon as practicable prior to disclosure to the extent it is legally permissible to do so (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Bank or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
The parties further agree that any Non-Public Personal Information, as defined under section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Non-Public Personal Information received in connection with this Agreement, to any other party, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.
The confidentiality obligations arising under this Section shall continue throughout the duration of this Agreement and shall terminate thereafter upon the earlier to occur of (i) two years after the termination of this Agreement; or (ii) the destruction of such information in accordance with the disclosing party’s document retention policy.”
| (c) | A new Section 9A is hereby added to the Agreement as follows: |
“9A. Use of Data
| (a) | In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Bank (which term for purposes of this Section 9A includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding the Company or Portfolio and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Company and the Bank or any of its Affiliates and (ii) to carry out the internal management of the Custodian’s businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management; provided in each case that such Affiliates, agents and service providers are subject to confidentiality restrictions at least as restrictive as those described in Section 17. |
| Information Classification: Limited Access | 2 |
| (b) | Except as expressly contemplated by this Agreement, nothing in this Section 9A shall limit the confidentiality and data-protection obligations of the Bank and its Affiliates under this Agreement and applicable law. The Bank shall cause any Affiliate, agent or service provider to which it has disclosed data pursuant to this Section 9A to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.” |
(d) A new Section 14 is hereby added to the Agreement as follows:
“14. Delegation
The Bank shall retain the right to employ agents, subcontractors, consultants and other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the services stated herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of the Fund. The Bank shall be responsible for the acts and omissions of any such Delegate so employed as if the Bank had committed such acts and omissions itself. The Bank shall be responsible for the compensation of its Delegates.”
| 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 hereby adopt as original any signatures received via electronically transmitted form. |
[Signature Page follows.]
| Information Classification: Limited Access | 3 |
Signature Page
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.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President
each fund lIsted on appendix A
ATTACHED HEREto
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
| Information Classification: Limited Access | 4 |
APPENDIX A
| Open-End Funds |
FUND NO. | |
| TRUST / CORP | SERIES | |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Atlanta Capital Select Equity Fund | FP19 |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Atlanta Capital XXXX-Cap Fund | FP6G |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Focused Global Opportunities Fund | FP1R |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Focused Growth Opportunities Fund | FS8U |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Focused Value Opportunities Fund | FS8V |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Greater China Growth Fund | FJ5B |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Hexavest Global Equity Fund | FP1W |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Hexavest International Equity Fund | FP1X |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx International Small-Cap Fund | FP1U |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx All Asset Strategy Fund | FJ91 |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Equity Strategy Fund | FR3M |
| XXXXX XXXXX GROWTH TRUST | Xxxxx Xxxxx Worldwide Health Sciences Fund | FJ4G |
| XXXXX XXXXX GROWTH TRUST | Parametric Research Affiliates Systematic Alternative Risk Premia Fund | FSA8 |
| XXXXX XXXXX INVESTMENT TRUST | Xxxxx Xxxxx Floating-Rate Municipal Income Fund | FJ1B |
| XXXXX XXXXX INVESTMENT TRUST | Xxxxx Xxxxx National Limited Maturity Municipal Income Fund | FJ1H |
| XXXXX XXXXX INVESTMENT TRUST | Xxxxx Xxxxx New York Municipal Opportunities Fund | FJ1E |
| XXXXX XXXXX INVESTMENT TRUST | Xxxxx Xxxxx Short Duration Municipal Opportunities Fund | FJ1F |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Arizona Municipal Income Fund | FJ2L |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx California Municipal Opportunities Fund | FJ2V |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Connecticut Municipal Income Fund | FJ2P |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Georgia Municipal Income Fund | FJ1S |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Maryland Municipal Income Fund | FJ1P |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Massachusetts Municipal Income Fund | FJ2Z |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Minnesota Municipal Income Fund | FJ2M |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Missouri Municipal Income Fund | FJ1W |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Municipal Opportunities Fund | FJ56 |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx National Municipal Income Fund | FJ2W |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx New Jersey Municipal Income Fund | FJ2G |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx New York Municipal Income Fund | FJ2Y |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx North Carolina Municipal Income Fund | FJ1M |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Ohio Municipal Income Fund | FJ3A |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Oregon Municipal Income Fund | FJ1R |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Pennsylvania Municipal Income Fund | FJ2H |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx South Carolina Municipal Income Fund | FJ2A |
| XXXXX XXXXX MUNICIPALS TRUST | Xxxxx Xxxxx Virginia Municipal Income Fund | FJ1N |
| Information Classification: Limited Access | 5 |
| XXXXX XXXXX MUNICIPALS TRUST II | Xxxxx Xxxxx High Yield Municipal Income Fund | FJ2F |
| XXXXX XXXXX MUNICIPALS TRUST II | Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund | FJ51 |
| XXXXX XXXXX MUNICIPALS TRUST II | Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund | FJ50 |
| XXXXX XXXXX MUNICIPALS TRUST II |
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund |
FG8B |
| XXXXX XXXXX MUNICIPALS TRUST II | Parametric TABS Intermediate-Term Municipal Bond Fund | FJ52 |
| XXXXX XXXXX MUNICIPALS TRUST II | Parametric TABS Short-Term Municipal Bond Fund | FJ3F |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx AMT-Free Municipal Income Fund | FJ1L |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Core Plus Bond Fund | FR4A |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Emerging and Frontier Countries Equity Fund | FV9B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Emerging Markets Debt Fund | FS1V |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Emerging Markets Local Income Fund | FR7B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Floating-Rate & High Income Fund | FS4M |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Floating-Rate Advantage Fund | FS3B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Floating-Rate Fund | FS5B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Global Bond Fund | FP8B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Global Income Builder Fund | FG7G |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund | FS8B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Global Macro Absolute Return Fund | FP5B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Global Small-Cap Equity Fund | FU3Y |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Government Opportunities Fund | FR2B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx High Income Opportunities Fund | FR8B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Multi-Asset Credit Fund | FJ9C |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Short Duration Government Income Fund | FR3B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Short Duration High Income Fund | FR6B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Short Duration Strategic Income Fund | FP7A |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Stock Fund | FJ4A |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Equity Asset Allocation Fund | FU2R |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Global Dividend Income Fund | FJ6C |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Growth Fund 1.1 | FT2D |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Growth Fund 1.2 | FT2E |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Multi-Cap Growth Fund | FJ8U |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Small-Cap Fund | FU3B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Xxxxx Xxxxx Tax-Managed Value Fund | FJ8H |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Parametric Commodity Strategy Fund | FH8Y |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Parametric Dividend Income Fund | FR1F |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Parametric Emerging Markets Fund | FA2O |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Parametric International Equity Fund | FJ54 |
| Information Classification: Limited Access | 6 |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Parametric Tax-Managed International Equity Fund | FU2B |
| XXXXX XXXXX MUTUAL FUNDS TRUST | Parametric Volatility Risk Premium – Defensive Fund | FR1X |
| XXXXX XXXXX NEXTSHARES TRUST | Xxxxx Xxxxx Global Income Builder NextShares | FG7J |
| XXXXX XXXXX NEXTSHARES TRUST | Xxxxx Xxxxx Stock NextShares | FP40 |
| XXXXX XXXXX NEXTSHARES TRUST II | Xxxxx Xxxxx Floating-Rate NextShares | XX0X |
| XXXXX XXXXX NEXTSHARES TRUST II | Xxxxx Xxxxx TABS 5-to-15 Year Laddered Municipal Bond NextShares | FG8E |
| XXXXX XXXXX SERIES FUND, INC. | Xxxxx Xxxxx Emerging Markets Debt Opportunities Fund | FR1R |
| XXXXX XXXXX SERIES TRUST | Xxxxx Xxxxx Tax-Managed Growth Fund 1.0 | FT2B |
| XXXXX XXXXX SERIES TRUST II | Xxxxx Xxxxx Income Fund of Boston | FR9B |
| XXXXX XXXXX SERIES TRUST II | Parametric Tax-Managed Emerging Markets Fund | FA2N |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Balanced Fund | FP4Z |
|
XXXXX XXXXX SPECIAL INVESTMENT TRUST |
Xxxxx Xxxxx Core Bond Fund | FP2B |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Dividend Builder Fund | FJ7B |
|
XXXXX XXXXX SPECIAL INVESTMENT TRUST |
Xxxxx Xxxxx Greater India Fund | FJ5P |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Growth Fund | FP4B |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Large-Cap Value Fund | FJ7H |
|
XXXXX XXXXX SPECIAL INVESTMENT TRUST |
Xxxxx Xxxxx Multisector Income Fund | FQ9B |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Real Estate Fund | FJ3V |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Short Duration Inflation-Protected Income Fund | FJ55 |
|
XXXXX XXXXX SPECIAL INVESTMENT TRUST |
Xxxxx Xxxxx Small-Cap Fund | FP5G |
| XXXXX XXXXX SPECIAL INVESTMENT TRUST | Xxxxx Xxxxx Special Equities Fund | FJ5U |
| XXXXX XXXXX VARIABLE TRUST | Xxxxx Xxxxx VT Floating-Rate Income Fund | FJ3N |
| Closed-End Funds, Portfolios and Other | ||
| 5-to-15 Year Laddered Municipal Bond Portfolio | FG8A | |
| Core Bond Fund | FP2A | |
| Xxxxx Xxxxx California Municipal Bond Fund | FH1N | |
| Xxxxx Xxxxx California Municipal Income Trust | FH1B | |
| Xxxxx Xxxxx Cash Reserves Fund LLC | FA6A | |
| Xxxxx Xxxxx Enhanced Equity Income Fund | FH9K | |
| Xxxxx Xxxxx Enhanced Equity Income Fund II | FH9C | |
| Xxxxx Xxxxx Floating Rate Portfolio | FS5A | |
| Information Classification: Limited Access | 7 |
| Xxxxx Xxxxx Floating-Rate 2022 Target Term Trust | FJ2K | |
| Xxxxx Xxxxx Floating-Rate Income Plus Fund | FJ5C | |
| Xxxxx Xxxxx Floating-Rate Income Trust | FH4A | |
| Xxxxx Xxxxx High Income 2021 Target Term Trust | FH1A | |
| Xxxxx Xxxxx Limited Duration Income Fund | FH8C | |
| Xxxxx Xxxxx Municipal Bond Fund | FH1R | |
| Xxxxx Xxxxx Municipal Income 2028 Term Trust | FH1Q | |
| Xxxxx Xxxxx Municipal Income Trust | FH1G | |
| Xxxxx Xxxxx National Municipal Opportunities Trust | FH2F | |
| Xxxxx Xxxxx New York Municipal Bond Fund | FH1P | |
| Xxxxx Xxxxx New York Municipal Income Trust | FH1J | |
| Xxxxx Xxxxx Risk-Managed Diversified Equity Income Fund | FH1K | |
| Xxxxx Xxxxx Senior Floating-Rate Trust | FH5A | |
| Xxxxx Xxxxx Senior Income Trust | FH4B | |
| Xxxxx Xxxxx Short Duration Diversified Income Fund | FH7K | |
| Xxxxx Xxxxx Tax-Advantaged Dividend Income Fund | FH5C | |
| Xxxxx Xxxxx Tax-Advantaged Global Dividend Income Fund | FH6C | |
| Xxxxx Xxxxx Tax-Advantaged Global Dividend Opportunities Fund | FH5K | |
| Xxxxx Xxxxx Tax-Managed Buy-Write Income Fund | FH3C | |
| Xxxxx Xxxxx Tax-Managed Buy-Write Opportunities Fund | FH2K | |
| Xxxxx Xxxxx Tax-Managed Buy-Write Strategy Fund | FH8K | |
| Xxxxx Xxxxx Tax-Managed Diversified Equity Income Fund | FH6K | |
| Xxxxx Xxxxx Tax-Managed Global Buy-Write Opportunities Fund | FH3K | |
| Xxxxx Xxxxx Tax-Managed Global Diversified Equity Income Fund | FH7V | |
| Xxxxx Xxxxx Trust Company/Xxxxx Xxxxx Investment Committee-Directed Profit Sharing and Savings Plan Fund | FW6D | |
| Emerging Markets Local Income Portfolio | FR7A | |
| Global Income Builder Portfolio | FG7C | |
| Global Macro Absolute Return Advantage Portfolio | FS8A | |
| Global Macro Capital Opportunities Portfolio | FV9A | |
| Global Macro Portfolio | FP5A | |
| Global Opportunities Portfolio | FV2C |
| Information Classification: Limited Xxxxxx | 0 |
| Xxxxxxx Xxxxx Portfolio | FJ5N | |
| High Income Opportunities Portfolio | FR8A | |
| International Income Portfolio | FP8A | |
| Senior Debt Portfolio | FS3A | |
| Stock Portfolio | FP4V | |
| Tax-Managed Growth Portfolio | FT9A | |
| Tax-Managed International Equity Portfolio | FU2A | |
| Tax-Managed Multi-Cap Growth Portfolio | FJ8S | |
| Tax-Managed Small-Cap Portfolio | FU3A | |
| Tax-Managed Value Portfolio | FJ8G |
| Information Classification: Limited Access | 9 |
