AMENDMENT TO MASTER CUSTODIAN AGREEMENT
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
This Amendment to Master Custodian Agreement (“Amendment”) is made as of June 25, 2021, by and between each management investment company party thereto (each, a “Fund” and collectively, the “Funds,” and each series of a Fund, a “Portfolio”), each severally and not jointly, 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. Section 16(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(a) This Agreement shall continue in full force and effect until December 31, 2021, unless the Funds provide written notice to Custodian of the Funds’ intent either to renew this Agreement for an additional term or to terminate this Agreement, which notice shall be provided by the Funds to the Custodian no later than December 31, 2021 (“Fund Notice”). If the Funds provide a Fund Notice pursuant to which the Funds elect to terminate this Agreement, this Agreement shall then terminate one hundred eighty (180) days after the last day of the month during which the Fund Notice is provided (the effective date of such termination being referred to as the “Termination Date”), subject to any Extension Period (as defined below) and any additional extension as the parties may agree to separately in writing. Upon termination of this Agreement pursuant to this paragraph, upon receipt of a final xxxx from the Custodian, the Funds shall pay all accrued and unpaid fees under this Agreement. If the Funds provide a Fund Notice pursuant to which the Funds elect to renew the Agreement, the parties will engage in good faith negotiations to enter into an extension or an amendment and restatement of this Agreement on mutually acceptable terms (“Extension”), and this Agreement shall continue in full force and effect until such time as the parties execute the Extension, subject to either party’s right to give one hundred eighty (180) days’ prior written notice of its intention to terminate the Agreement (subject to any Extension Period and any additional extension as the parties may agree to separately in writing) in the event that, in its reasonable judgement, substantial good faith progress toward agreement of an Extension is not being made. If this Agreement is terminated, the Custodian shall, at the reasonable request of the Funds, and subject to the consent of the Custodian (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the "Extension Period") not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Custodian for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Fund and the Custodian and in effect immediately prior to the Termination Date.
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Information Classification: Limited Access 1 |
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 Section 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.”
2. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
3. A copy of the Amended and Restated Agreement and 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 Amendment 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.
4. Attached as Appendix A hereto is a replacement of “Appendix A” to the Agreement, effective as of the date set forth below.
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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.
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EACH MANAGEMENT INVESTMENT COMPANY | ||
| PARTY TO THE MASTER CUSTODIAN | ||
| AGREEMENT, OTHER THAN XXXXXX ETF TRUST | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxxx X. Xxxxxxx | |
| Title: | Executive Vice President, Principal Executive Officer, | |
| and Compliance Liaison | ||
| XXXXXX ETF TRUST, ON BEHALF OF EACH OF ITS | ||
| SERIES | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Head of Accounting and Middle Office Services | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Executive Vice President | |
Information Classification: Limited Access |
Information Classification: Limited Access 3 |
APPENDIX A
to
| FUND/PORTFOLIO | Xxxxxx Xxxx # | Xxxxx Xxxxxx Xxxx # | |||
| 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 Income Strategies Portfolio | VC9 | 38AK | |||
| XXXXXX CALIFORNIA TAX EXEMPT INCOME FUND | 027 | 38Q5 | |||
| XXXXXX CONVERTIBLE SECURITIES FUND | 008 | 38QG | |||
| XXXXXX DIVERSIFIED INCOME TRUST | 075 | 38MS | |||
| XXXXXX LARGE CAP VALUE FUND (f/k/a XXXXXX EQUITY INCOME FUND) | 012 | 38QH | |||
| XXXXXX FUNDS TRUST | |||||
| on behalf of: | |||||
| Xxxxxx Short Duration Xxxx Xxxx | XX0 | 00X0 | |||
| Xxxxxx Fixed Income Absolute Return Fund | EC3 | 38V6 | |||
| Xxxxxx Multi-Asset Absolute Return Fund | ED8 | 38V8 | |||
| 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 Equity Spectrum Fund | GA7 | 38VX | |||
| Xxxxxx Floating Rate Income Fund | 29X | 38PJ | |||
| Xxxxxx Focused Equity Fund | EL8 | 38VE | |||
| Xxxxxx Global Technology Fund | EM7 | 00XX | |||
| Xxxxxx Intermediate-Term Municipal Income Fund | ND5 | 38AM | |||
| Xxxxxx International Value Fund | 2CE | 38ND | |||
| Xxxxxx Multi-Cap Core Fund | HF8 | 38WG | |||
| Xxxxxx Ultra 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 Mortgage Opportunities Fund | PZ4 | 38PO | |||
| Xxxxxx Focused International Equity Fund (f/k/a XXXXXX GLOBAL EQUITY FUND) | 005 | 38QE | |||
| XXXXXX GLOBAL HEALTH CARE FUND | 021 | 38QJ | |||
| XXXXXX GLOBAL INCOME TRUST | 041 | 38QL | |||
Information Classification: Limited Access |
Information Classification: Limited Access 4 |
| XXXXXX HIGH YIELD FUND | 060 | 38MI |
| XXXXXX INCOME FUND | 004 | 38QD |
| XXXXXX INTERNATIONAL EQUITY FUND | 841 | 38NX |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx Growth Opportunities Fund | 2AP | 38QR |
| Xxxxxx International Capital Opportunities Fund | 2AZ | 38PG |
| Xxxxxx Sustainable Xxxxxx Xxxx | 0XX | 00XX |
| Xxxxxx Research Fund | 2AQ | 38NB |
| Xxxxxx Small Cap Value Fund | 2MF | 00XX |
| Xxxxxx Government Xxxxx Xxxxxx Xxxx | XX0 | 00XX |
| XXXXXX MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
| XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND | 000 | 00XX |
| XXXXXX MASTER INTERMEDIATE INCOME TRUST | 074 | 38MR |
| XXXXXX MINNESOTA TAX EXEMPT INCOME FUND | 847 | 38RF |
| XXXXXX MONEY MARKET FUND | 010 | 38Q2 |
| Xxxxxx Sustainable Leaders 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 TARGET DATE FUNDS | ||
| on behalf of: | ||
| Xxxxxx RetirementReady 2065 Fund | WJ7 | 38B2 |
| Xxxxxx RetirementReady 2060 Fund | QN8 | 00XX |
| Xxxxxx XxxxxxxxxxXxxxx 0000 Xxxx | XX0 | 00XX |
| Xxxxxx RetirementReady 2050 Fund | 7CR | FFAM |
| 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 Maturity Fund | 48P | FFAF |
| Xxxxxx Retirement Advantage 2025 Fund | UU4 | 38BL |
| Xxxxxx Retirement Advantage 2030 Fund | UU5 | 38BN |
| Xxxxxx Retirement Advantage 2035 Fund | XX0 | 00XX |
| Xxxxxx Retirement Advantage 2040 Fund | UU7 | 38BQ |
| Xxxxxx Retirement Advantage 2045 Fund | UU8 | 38BR |
| Xxxxxx Retirement Advantage 2050 Fund | UU9 | 38BS |
| Xxxxxx Retirement Advantage 2055 Fund | UV2 | 38BU |
| Xxxxxx Retirement Advantage 2060 Fund | UV3 | 38BV |
| Xxxxxx Retirement Advantage 2065 Fund | WJ8 | 38B1 |
| Xxxxxx Retirement Advantage Maturity Fund | UV4 | 38BM |
| XXXXXX TAX EXEMPT INCOME FUND | 011 | 38Q3 |
Information Classification: Limited Access |
Information Classification: Limited Access 5 |
| XXXXXX TAX-FREE INCOME TRUST | ||
| on behalf of: | ||
| Xxxxxx Strategic Intermediate Municipal Fund (f/k/a Xxxxxx AMT-Free Municipal Fund) | 035 | 38Q7 |
| Xxxxxx Tax-Free High Xxxxx Xxxx | 000 | 00X0 |
| XXXXXX MORTGAGE SECURITIES FUND | 032 | 38MF |
| XXXXXX VARIABLE TRUST | ||
| on behalf of: | ||
| Xxxxxx VT Multi-Asset Absolute Return Fund | LC3 | 38AD |
| Xxxxxx VT Mortgage Securities Fund | 2PX | 00XX |
| Xxxxxx VT Small Cap Growth 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 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 Emerging Markets Equity Fund | 2DP | 00XX |
| Xxxxxx VT International Value Fund | 2DN | 38NE |
| Xxxxxx VT Multi-Cap Core Fund | 2IO | 38QU |
| Xxxxxx VT Government Money Xxxxxx Xxxx | 000 | 00X0 |
| Xxxxxx VT Sustainable Leaders Fund | 098 | 38PF |
| Xxxxxx VT Sustainable Future Fund | 23H | 38MV |
| Xxxxxx VT Research Fund | 2LA | 38PH |
| Xxxxxx VT Small Cap Value Fund | 2MJ | 38NM |
| XXXXXX XXXXXX BALANCED FUND | 001 | 38QA |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx PanAgora Risk Xxxxxx Xxxx | XX0 | 00XX |
| Xxxxxx ETF Trust | ||
| Xxxxxx Focused Large Cap Growth ETF | ||
| Xxxxxx Focused Large Cap Value ETF | ||
| Xxxxxx Sustainable Future ETF | ||
| Xxxxxx Sustainable Leaders ETF |
Information Classification: Limited Access |
Information Classification: Limited Access 6 |
