AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Exhibit (g)(4)
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
This Amendment to Master Custodian Agreement dated February 8, 2017 (“Amendment Effective Date”) is an Amendment to the Master Custodian Agreement dated November 26, 2002, as amended, restated, supplemented or otherwise modified from time to time (hereinafter referred to as the “Agreement”), between STATE STREET BANK and TRUST COMPANY (the “Custodian”) and each such management investment company identified on Appendix A of the Agreement or made subject to the Agreement in accordance with Section 18.5 thereof (each, a “Fund’ ).
WHEREAS, the parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
| 1. | The following language is hereby added to the Agreement as a new Section 19 (LOAN SERVICES ADDENDUM): |
“SECTION 19. LOAN SERVICES ADDENDUM.
If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.”
| 2. | A new addendum is added to the Agreement in the form attached hereto. |
| 3. | Entire Agreement. Except as amended herein, all terms and conditions of the Agreement shall remain in full force and effect. This Amendment is incorporated in its entirety into the Agreement, and this Amendment and said Agreement shall be read and interpreted together collectively as the “Agreement.” |
| 4. | Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken 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]
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IN WITNESS WHEREOF, the parties hereto have agreed to the terms as specified in this Amendment and have caused this Amendment to be made part of the Agreement as described above.
| STATE STREET BANK and TRUST COMPANY | EACH OF THE ENTITIES SET FORTH ON APPENDIX A OF THE AGREEMENT OR MADE SUBJECT TO THE AGREEMENT IN ACCORDANCE WITH SECTION 18.5 THEREOF | |||
| Louis Abuzzi | Xxxxxx Xxxxxxxxxxxx | |||
| Name | Name | |||
| Senior Vice President | Vice President | |||
| Title | Title | |||
| /s/ Louis Abuzzi | /s/ Xxxxxx Xxxxxxxxxxxx | |||
| Signature | Signature | |||
| 2-28-17 | 2/8/17 | |||
| Date | Date | |||
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LOAN SERVICES ADDENDUM
ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement’ ) by and among each fund (a “Fund’ ) identified on Appendix A thereto or made subject thereto pursuant to Section 18.5 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”). As used in this Addendum, the term “Fund’, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan. All capitalized terms used in this Addendum but not defined herein shall have the meaning ascribed to such term in the Custodian Agreement.
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans’), made or acquired by a Fund on behalf of one or more of its Portfolios.
SECTION 1. PAYMENT CUSTODY. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,
(a) the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
SECTION 2. MONITORING. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information’) and in such form and format as the Custodian may reasonably request; and
(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.
SECTION 3. EXCULPATION OF THE CUSTODIAN.
(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
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(b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
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