AMENDMENT TO MASTER CUSTODIAN CONTRACT
Exhibit (g)(3)
AMENDMENT TO MASTER CUSTODIAN CONTRACT
This Amendment to the Master Custodian Contract is made as of June 3, 2021 by and between each of the investment companies listed and described on Appendix A, as amended from time to time (each, a “Fund” and collectively the “Funds”) and State Street Bank and Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Master Custodian Contract referred to below.
WHEREAS, the Funds and the Custodian entered into a Master Custodian Contract dated as of August 25, 2009 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Contract”); and
WHEREAS, each Fund and the Custodian desire to amend the Contract, as more particularly set forth herein.
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 to amend the Contract, pursuant to the terms thereof, as follows:
1. | Amendments. |
A. | Section 8 is deleted in its entirety and replaced as set forth below. |
[Section] 8. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by a Fund on behalf of a Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus; shall advise the Fund and the Transfer Agent daily of the total amounts of such net income; if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components; and shall provide wash sales reporting, and make available to the Fund its tax lot selection service. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Contract, including without limitation, the duties set forth in this Section 8 and in Section 9 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Fund’s currently effective prospectus related to such Portfolio. The Custodian shall inform the applicable Fund as soon as practicable of any error that comes to the attention of the Custodian with respect to the Custodian’s calculation of the net asset value per share of the affected Portfolio and shall work with the Fund in good faith to resolve any such
error, taking into account SEC guidelines for Reprocessing and the applicable standard of care. Each Fund acknowledges that, in keeping the books of account of the Portfolio and/or making the calculations described herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.7(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.
2. Miscellaneous.
A. Except as expressly amended by this Amendment, all provisions of the Contract shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Contract.
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.
XXXXXXX INVESTMENT COMPANY
On behalf of itself and each of the Portfolios listed on Appendix A hereto
By: | /s/Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | Assistant Treasurer | |
XXXXXXX INVESTMENT FUNDS | ||
On behalf of itself and each of the Portfolios listed on Appendix A hereto | ||
By: | /s/Xxxx Xxxxxxxxx | |
Name: | Xxxx Xxxxxxxxx | |
Title: | Assistant Treasurer | |
STATE STREET BANK AND TRUST COMPANY | ||
By: | /s/Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx | |
Title: | Vice President |
3
APPENDIX A
TO
MASTER CUSTODIAN CONTRACT
MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY
Xxxxxxx Investment Company
Equity Income Fund
Sustainable Equity Fund
U.S. Strategic Equity Fund
U.S. Small Cap Equity Fund
International Developed Markets Fund
Global Equity Fund
Emerging Markets Fund
Tax-Managed U.S. Large Cap Fund
Tax-Managed U.S. Mid & Small Cap Fund
Tax-Managed International Equity Fund
Tax-Managed Real Assets Fund
Opportunistic Credit Fund
Unconstrained Total Return Fund
Strategic Bond Fund
Investment Grade Bond Fund
Short Duration Bond Fund
Tax Exempt High Yield Bond Fund
Tax Exempt Bond Fund
Global Infrastructure Fund
Global Real Estate Securities Fund
Multi-Strategy Income Fund
Multi-Asset Growth Strategy Fund
Multifactor U.S. Equity Fund
Multifactor International Equity Fund
Multifactor Bond Fund
Conservative Strategy Fund
Moderate Strategy Fund
Balanced Strategy Fund
Growth Strategy Fund
Equity Growth Strategy Fund
Xxxxxxx Investment Funds
U.S. Strategic Equity Fund
U.S. Small Cap Equity Fund
International Developed Markets Fund
Strategic Bond Fund
Global Real Estate Securities Fund
4
Moderate Strategy Fund
Balanced Strategy Fund
Growth Strategy Fund
Equity Growth Strategy Fund
5