AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT (Registered Funds)
AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT
(Registered Funds)
This Amendment to Master Sub-Accounting Services Agreement (“Amendment”) is made as of June 25, 2021, by and between the Xxxxxx entity identified on Appendix A (the “Administrator”) and State Street Bank and Trust Company (the “Sub-Accounting Agent”).
WHEREAS, the Administrator and the Sub-Accounting Agent entered into that certain Sub-Accounting Services Agreement dated as of January 1, 2007 (as amended, modified and supplemented from time to time, the “Agreement”); and
WHEREAS, the Administrator and Sub-Accounting Agent desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the foregoing, the Administrator and the Sub-Accounting Agent hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
| 1. | Section 6(a) of the Agreement is hereby deleted in its entirety and replaced with the following: |
This Agreement shall continue in full force and effect until December 31, 2021, unless the Administrator provides written notice to Sub-Accounting Agent of the Administrators’ intent either to renew this Agreement for an additional term or to terminate this Agreement, which notice shall be provided by the Administrator to the Sub-Accounting Agent no later than December 31, 2021 (“Administrator Notice”). If the Administrator provides an Administrator Notice pursuant to which the Administrator elects to terminate this Agreement, this Agreement shall then terminate one hundred eighty (180) days after the last day of the month during which the Administrator 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 Sub-Accounting Agent, the Administrator shall pay all accrued and unpaid fees under this Agreement. If the Administrator provides a Administrator Notice pursuant to which the Administrator elects 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 Sub-Accounting Agent shall, at the reasonable request of the Administrator, and subject to the consent of the Sub-Accounting Agent (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 Sub-Accounting Agent 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 Administrator and the Sub-Accounting Agent and in effect immediately prior to the Termination Date.”
2. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
3. Attached as Appendix A hereto is a replacement of “Appendix A” to the Agreement, effective as of the date set forth above.
[Signature page follows.]
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.
| XXXXXX INVESTMENT MANAGEMENT, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Chief of Operations | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Executive Vice President | |
Information Classification: Limited Access |
| 2 |
APPENDIX A
to
Master Sub-Accounting Services Agreement
| 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 |
Information Classification: Limited Access |
| 3 |
| PUT EMERG MKTS SM CAP EQ LLP | UG8 | 38BF |
| XXXXXX GLOBAL HEALTH CARE FUND | 021 | 38QJ |
| XXXXXX GLOBAL INCOME TRUST | 041 | 38QL |
| 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 |
Information Classification: Limited Access |
| 4 |
| 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 XXX ADVANTAGE 2065 TRUST | WN3 | 38B8 |
| Xxxxxx Retirement Advantage Maturity Fund | UV4 | 38BM |
| Xxxxxx 529 Age-Based 2021 Fund | WK2 | 38B3 |
| XXXXXX TAX EXEMPT INCOME FUND | 011 | 38Q3 |
| 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 |
Information Classification: Limited Xxxxxx |
| 0 |
| Xxxxxx Xxxxxx Balanced Fund | 001 | 38QA |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx PanAgora Risk Xxxxxx Xxxx | XX0 | 00XX |
| Xxxxxx XxxXxxxx Xxxxxx Xxxxxxx Xxxx | XX0 | 00XX |
| Xxxxxx PanAgora Managed Futures Strategy Ltd. | SN8 | 38PY |
| 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 |
| 6 |
