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 ▇▇▇▇ 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.
Information Classification: Limited Access |
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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Information Classification: Limited Access 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.
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EACH MANAGEMENT INVESTMENT COMPANY | ||
| PARTY TO THE MASTER CUSTODIAN | ||
| AGREEMENT, OTHER THAN ▇▇▇▇▇▇ ETF TRUST | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President, Principal Executive Officer, | |
| and Compliance Liaison | ||
| ▇▇▇▇▇▇ ETF TRUST, ON BEHALF OF EACH OF ITS | ||
| SERIES | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Head of Accounting and Middle Office Services | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Executive Vice President | |
Information Classification: Limited Access |
Information Classification: Limited Access 3 |
APPENDIX A
to
| FUND/PORTFOLIO | ▇▇▇▇▇▇ ▇▇▇▇ # | ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ # | |||
| ▇▇▇▇▇▇ ASSET ALLOCATION FUNDS | |||||
| on behalf of: | |||||
| ▇▇▇▇▇▇ Dynamic Asset Allocation Balanced Fund | 259 | 38MY | |||
| ▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund | 264 | 38MZ | |||
| ▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund | 250 | 38MX | |||
| ▇▇▇▇▇▇ Income Strategies Portfolio | VC9 | 38AK | |||
| ▇▇▇▇▇▇ CALIFORNIA TAX EXEMPT INCOME FUND | 027 | 38Q5 | |||
| ▇▇▇▇▇▇ CONVERTIBLE SECURITIES FUND | 008 | 38QG | |||
| ▇▇▇▇▇▇ DIVERSIFIED INCOME TRUST | 075 | 38MS | |||
| ▇▇▇▇▇▇ LARGE CAP VALUE FUND (f/k/a ▇▇▇▇▇▇ EQUITY INCOME FUND) | 012 | 38QH | |||
| ▇▇▇▇▇▇ FUNDS TRUST | |||||
| on behalf of: | |||||
| ▇▇▇▇▇▇ Short Duration ▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ | |||
| ▇▇▇▇▇▇ Fixed Income Absolute Return Fund | EC3 | 38V6 | |||
| ▇▇▇▇▇▇ Multi-Asset Absolute Return Fund | ED8 | 38V8 | |||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ | |||
| ▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund | FL7 | 38ZA | |||
| ▇▇▇▇▇▇ Dynamic Risk Allocation Fund | EC2 | ▇▇▇▇ | |||
| ▇▇▇▇▇▇ Emerging Markets Equity Fund | CT2 | 38P4 | |||
| ▇▇▇▇▇▇ Equity Spectrum Fund | GA7 | 38VX | |||
| ▇▇▇▇▇▇ Floating Rate Income Fund | 29X | 38PJ | |||
| ▇▇▇▇▇▇ Focused Equity Fund | EL8 | 38VE | |||
| ▇▇▇▇▇▇ Global Technology Fund | EM7 | ▇▇▇▇ | |||
| ▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund | ND5 | 38AM | |||
| ▇▇▇▇▇▇ International Value Fund | 2CE | 38ND | |||
| ▇▇▇▇▇▇ Multi-Cap Core Fund | HF8 | 38WG | |||
| ▇▇▇▇▇▇ Ultra Short Duration Income Fund | LU7 | 38BE | |||
| ▇▇▇▇▇▇ Short Term Investment Fund | NB2 | 38AJ | |||
| ▇▇▇▇▇▇ Short-Term Municipal Income Fund | NC7 | 38AL | |||
| ▇▇▇▇▇▇ Small Cap Growth Fund | 2HF | 38NI | |||
| ▇▇▇▇▇▇ Mortgage Opportunities Fund | PZ4 | 38PO | |||
| ▇▇▇▇▇▇ Focused International Equity Fund (f/k/a ▇▇▇▇▇▇ GLOBAL EQUITY FUND) | 005 | 38QE | |||
| ▇▇▇▇▇▇ GLOBAL HEALTH CARE FUND | 021 | 38QJ | |||
| ▇▇▇▇▇▇ GLOBAL INCOME TRUST | 041 | 38QL | |||
Information Classification: Limited Access |
Information Classification: Limited Access 4 |
| ▇▇▇▇▇▇ HIGH YIELD FUND | 060 | 38MI |
| ▇▇▇▇▇▇ INCOME FUND | 004 | 38QD |
| ▇▇▇▇▇▇ INTERNATIONAL EQUITY FUND | 841 | 38NX |
| ▇▇▇▇▇▇ INVESTMENT FUNDS | ||
| on behalf of: | ||
| ▇▇▇▇▇▇ Growth Opportunities Fund | 2AP | 38QR |
| ▇▇▇▇▇▇ International Capital Opportunities Fund | 2AZ | 38PG |
| ▇▇▇▇▇▇ Sustainable ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ Research Fund | 2AQ | 38NB |
| ▇▇▇▇▇▇ Small Cap Value Fund | 2MF | ▇▇▇▇ |
| ▇▇▇▇▇▇ Government ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
| ▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME FUND | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ MASTER INTERMEDIATE INCOME TRUST | 074 | 38MR |
| ▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND | 847 | 38RF |
| ▇▇▇▇▇▇ MONEY MARKET FUND | 010 | 38Q2 |
| ▇▇▇▇▇▇ Sustainable Leaders Fund | 852 | 38NY |
| ▇▇▇▇▇▇ MUNICIPAL OPPORTUNITIES TRUST | 582 | 38RB |
| ▇▇▇▇▇▇ NEW JERSEY TAX EXEMPT INCOME FUND | 019 | 38Q4 |
| ▇▇▇▇▇▇ NEW YORK TAX EXEMPT INCOME FUND | 030 | 38Q6 |
| ▇▇▇▇▇▇ OHIO TAX EXEMPT INCOME FUND | 848 | ▇▇▇▇ |
| ▇▇▇▇▇▇ PENNSYLVANIA TAX EXEMPT INCOME FUND | 047 | 38R0 |
| ▇▇▇▇▇▇ PREMIER INCOME TRUST | 073 | 38MQ |
| ▇▇▇▇▇▇ TARGET DATE FUNDS | ||
| on behalf of: | ||
| ▇▇▇▇▇▇ RetirementReady 2065 Fund | WJ7 | 38B2 |
| ▇▇▇▇▇▇ RetirementReady 2060 Fund | QN8 | ▇▇▇▇ |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ RetirementReady 2050 Fund | 7CR | FFAM |
| ▇▇▇▇▇▇ RetirementReady 2045 Fund | 40M | FFAD |
| ▇▇▇▇▇▇ RetirementReady 2040 Fund | 40F | FFAB |
| ▇▇▇▇▇▇ RetirementReady 2035 Fund | 49Y | FFAL |
| ▇▇▇▇▇▇ RetirementReady 2030 Fund | 49R | FFAJ |
| ▇▇▇▇▇▇ RetirementReady 2025 Fund | 49K | FFAI |
| ▇▇▇▇▇▇ RetirementReady Maturity Fund | 48P | FFAF |
| ▇▇▇▇▇▇ Retirement Advantage 2025 Fund | UU4 | 38BL |
| ▇▇▇▇▇▇ Retirement Advantage 2030 Fund | UU5 | 38BN |
| ▇▇▇▇▇▇ Retirement Advantage 2035 Fund | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ Retirement Advantage 2040 Fund | UU7 | 38BQ |
| ▇▇▇▇▇▇ Retirement Advantage 2045 Fund | UU8 | 38BR |
| ▇▇▇▇▇▇ Retirement Advantage 2050 Fund | UU9 | 38BS |
| ▇▇▇▇▇▇ Retirement Advantage 2055 Fund | UV2 | 38BU |
| ▇▇▇▇▇▇ Retirement Advantage 2060 Fund | UV3 | 38BV |
| ▇▇▇▇▇▇ Retirement Advantage 2065 Fund | WJ8 | 38B1 |
| ▇▇▇▇▇▇ Retirement Advantage Maturity Fund | UV4 | 38BM |
| ▇▇▇▇▇▇ TAX EXEMPT INCOME FUND | 011 | 38Q3 |
Information Classification: Limited Access |
Information Classification: Limited Access 5 |
| ▇▇▇▇▇▇ TAX-FREE INCOME TRUST | ||
| on behalf of: | ||
| ▇▇▇▇▇▇ Strategic Intermediate Municipal Fund (f/k/a ▇▇▇▇▇▇ AMT-Free Municipal Fund) | 035 | 38Q7 |
| ▇▇▇▇▇▇ Tax-Free High ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ MORTGAGE SECURITIES FUND | 032 | 38MF |
| ▇▇▇▇▇▇ VARIABLE TRUST | ||
| on behalf of: | ||
| ▇▇▇▇▇▇ VT Multi-Asset Absolute Return Fund | LC3 | 38AD |
| ▇▇▇▇▇▇ VT Mortgage Securities Fund | 2PX | ▇▇▇▇ |
| ▇▇▇▇▇▇ VT Small Cap Growth Fund | 23K | 38QO |
| ▇▇▇▇▇▇ VT Diversified Income Fund | 961 | 38PA |
| ▇▇▇▇▇▇ VT Equity Income Fund | 23N | 38QP |
| ▇▇▇▇▇▇ VT ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ VT Global Asset Allocation Fund | 070 | 38MO |
| ▇▇▇▇▇▇ VT Global Equity Fund | 016 | 38QI |
| ▇▇▇▇▇▇ VT Global Health Care Fund | 2IW | 38QW |
| ▇▇▇▇▇▇ VT Growth ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ VT High Yield Fund | 067 | 38MN |
| ▇▇▇▇▇▇ VT Income Fund | 068 | 38QM |
| ▇▇▇▇▇▇ VT International Equity Fund | 2DO | 38NF |
| ▇▇▇▇▇▇ VT Emerging Markets Equity Fund | 2DP | ▇▇▇▇ |
| ▇▇▇▇▇▇ VT International Value Fund | 2DN | 38NE |
| ▇▇▇▇▇▇ VT Multi-Cap Core Fund | 2IO | 38QU |
| ▇▇▇▇▇▇ VT Government Money ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ VT Sustainable Leaders Fund | 098 | 38PF |
| ▇▇▇▇▇▇ VT Sustainable Future Fund | 23H | 38MV |
| ▇▇▇▇▇▇ VT Research Fund | 2LA | 38PH |
| ▇▇▇▇▇▇ VT Small Cap Value Fund | 2MJ | 38NM |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ BALANCED FUND | 001 | 38QA |
| ▇▇▇▇▇▇ INVESTMENT FUNDS | ||
| on behalf of: | ||
| ▇▇▇▇▇▇ PanAgora Risk ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ ETF Trust | ||
| ▇▇▇▇▇▇ Focused Large Cap Growth ETF | ||
| ▇▇▇▇▇▇ Focused Large Cap Value ETF | ||
| ▇▇▇▇▇▇ Sustainable Future ETF | ||
| ▇▇▇▇▇▇ Sustainable Leaders ETF |
Information Classification: Limited Access |
Information Classification: Limited Access 6 |