September 23, 2022 State Street Bank and Trust Company
September 23, 2022
State Street Bank and Trust Company
000 Xxxxxxx Xxx
North Quincy, MA 02171
Attention: Xxxxxx Xxxxxx Xx., Managing Director
| Re: | Each Xxxxxx exchange traded fund identified on Exhibit A hereto (each, a “New Xxxxxx ETF Fund”, and collectively, the “New Xxxxxx ETF Funds”) |
Ladies and Gentlemen:
In accordance with Section 21.5, the Additional Funds provision of the Master Custodian Agreement dated as of January 1, 2007 (as amended, the “Agreement”) between each management investment company identified on Appendix A thereto and State Street Bank and Trust Company (“State Street”), each undersigned New Xxxxxx ETF Fund hereby requests that your bank act as its Custodian under the terms of the Agreement. In connection with such request, each New Xxxxxx ETF Fund hereby confirms to you, as of the date hereof, its representations and warranties set forth in Section 10 of the Agreement. An updated Appendix A to the Agreement reflecting this addition is attached.
We acknowledge that each New Xxxxxx ETF Fund will issue and redeem shares only in aggregations of Shares known as “Creation Units,” generally in exchange for a basket of certain equity or fixed income securities or other assets and a specified cash payment, as more fully described in the currently effective registration statement of such New Xxxxxx ETF Fund (the “Prospectus”).
We acknowledge and agree that the following Sections 2.14 and 2.15 which were previously added to the Custodian Agreement in relation to the existing Xxxxxx ETF funds listed on Appendix A hereto (the “Existing Xxxxxx ETF Funds”) shall also apply to each New Xxxxxx ETF Fund as follows:
“Section 2.14 Determination of Fund Deposit, etc. Subject to and in accordance with the directions of the investment adviser for the Fund, the Custodian shall determine for each Fund after the end of each trading day on the New York Stock Exchange (the “NYSE”), in accordance with the respective Fund’s policies as adopted from time to time by the Board and in accordance with the procedures set forth in the Prospectus, (i) the identity and weighting of the securities in the Deposit Securities and the Fund Securities (each as defined in the Prospectus), (ii) the cash component, and (iii) the amount of cash redemption proceeds (all as defined in the Prospectus) required for the issuance or redemption, as the case may be, of Shares in Creation Unit aggregations of such Fund on such date. The Custodian shall provide or cause to be provided this information to the Fund’s distributor and other persons according to the policy established by the Board and
Information Classification: Limited Access |
shall disseminate such information on each day that the NYSE is open, including through the facilities of the National Securities Clearing Corporation, prior to the opening of trading on the NYSE.
Section 2.15. Allocation of Deposit Security Shortfalls. Each Fund acknowledges that the Custodian maintains only one account on the books of the National Securities Clearing Corporation (the “NSCC”) for the benefit of all exchange traded funds for which the Custodian serves as custodian, including the Fund (collectively, the “ETF Custody Clients”). In the event that (a) two or more ETF Custody Clients require delivery of the same Deposit Security in order to purchase a Creation Unit, and (b) the NSCC, pursuant to its Continuous Net Settlement system, delivers to the Custodian’s NSCC account less than the full amount of such Deposit Security necessary to satisfy in full each affected ETF Custody Client’s required amount (a “Common Deposit Security Shortfall”), then, until all Common Deposit Security Shortfalls for a given Deposit Security are satisfied in full, the Custodian will allocate to each affected ETF Custody Client, on a pro rata basis, securities and/or cash received in the Custodian’s NSCC account relating to such shortfall, first to satisfy any prior unsatisfied Common Deposit Security Shortfall, and then to satisfy the current Common Deposit Security Shortfall.”
We acknowledge and agree that the terms of Section 6 of the Custodian Agreement which were previously amended and replaced in their entirety in relation to the Existing Xxxxxx ETF Funds only, shall also be amended and replaced in their entirety as follows in relation to the New Xxxxxx ETF Funds:
“Section 8. Payments for Sales or Repurchases or Redemptions of Shares.
(a) The Custodian shall receive from the distributor of the Shares or from the Transfer Agent, as the case may be, and deposit into the account of the appropriate Fund such payments as are received for Shares, in Creation Unit aggregations, thereof issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on and the Transfer Agent of any receipt by it of payments for Shares of such Fund.
(b) From such funds and securities as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds and securities available for payment to, or in accordance with the instructions of, Authorized Participants (as defined in the Prospectus) who have delivered to the Transfer Agent proper instructions for the redemption or repurchase of their Shares, in Creation Unit aggregations, which shall have been accepted by the Transfer Agent, the applicable Fund Securities (as defined in the Prospectus) (or such securities in lieu thereof as may be designated by the investment adviser of the Fund in accordance with the Prospectus) for such Fund and the Cash Redemption Amount (as defined in the Prospectus), if applicable, less any applicable Redemption Transaction Fee (as defined in the Prospectus). The Custodian will transfer the applicable Fund Securities to or on the order of the Authorized Participant. Any cash redemption payment (less any applicable Redemption Transaction Fee) due to the Authorized Participant on redemption shall be effected through the DTC (as defined in the Prospectus) system or through wire transfer in the case of redemptions effected outside of the DTC system.”
The terms and conditions of the Custodian Agreement, as modified by this letter with regard to the New Xxxxxx ETF Funds, shall apply only to the New Xxxxxx ETF Funds.
Information Classification: Limited Access |
Attached as Appendix A hereto is a replacement of “Appendix A” to the Agreement, effective as of the date set forth below. The attached Appendix A is marked to reflect the addition of the New Xxxxxx ETF Funds, as well as the removal of certain Xxxxxx Funds/Portfolios that have liquidated and/or are no longer in existence.
Terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
[Remainder of Page Intentionally Left Blank]
Information Classification: Limited Access |
Kindly indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records.
Sincerely,
each Xxxxxx Investment
Company
identified on Appendix A Hereto
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President and Assistant Treasurer,
Duly Authorized
Agreed and Accepted:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Managing Director, Global Relationship Management
Effective Date: September 23, 2022
Information Classification: Limited Access |
Exhibit A
New Xxxxxx ETF Funds
Xxxxxx ETF Trust
Xxxxxx BDC Income ETF
Xxxxxx Emerging Markets ex-China ETF
Xxxxxx BioRevolution ETF
Information Classification: Limited Access |
APPENDIX A
to
| FUND/PORTFOLIO | Xxxxxx Fund # | State Street Fund # |
| 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 Bond Fund | EB3 | 38V5 |
| Xxxxxx Fixed Income Absolute Return Fund | EC3 | 38V6 |
| Xxxxxx Multi-Asset Absolute Return Fund | ED8 | 38V8 |
| Xxxxxx Capital Spectrum Fund | GA6 | 38VW |
| Xxxxxx Dynamic Asset Allocation Equity Fund | FL7 | 38ZA |
| Xxxxxx Dynamic Risk Allocation Fund | EC2 | 38BG |
| 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 | 38VF |
| 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 |
Information Classification: Limited Access |
| 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 |
| 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 Future Fund | 2OV | 38NO |
| Xxxxxx Research Fund | 2AQ | 38NB |
| Xxxxxx Small Cap Value Fund | 2MF | 38NL |
| Xxxxxx Government Money Market Fund | QW2 | 38GM |
| XXXXXX MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
| XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND | 845 | 38RD |
| 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 | 38RG |
| 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 | 38KH |
| Xxxxxx RetirementReady 2055 Fund | KT2 | 38KB |
| 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 |
Information Classification: Limited Access |
| Xxxxxx Retirement Advantage 2025 Fund | UU4 | 38BL |
| Xxxxxx Retirement Advantage 2030 Fund | UU5 | 38BN |
| Xxxxxx Retirement Advantage 2035 Fund | UU6 | 38BP |
| 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 |
| 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 Yield Fund | 036 | 38Q8 |
| 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 | 38NP |
| 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 Balanced Fund | 2IS | 38QV |
| 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 Opportunities Fund | 2PU | 38QY |
| 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 | 38NG |
| Xxxxxx VT International Value Fund | 2DN | 38NE |
| Xxxxxx VT Multi-Cap Core Fund | 2IO | 38QU |
| Xxxxxx VT Government Money Market Fund | 069 | 38R5 |
| 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 Access |
| Xxxxxx Xxxxxx Balanced Fund | 001 | 38QA |
| XXXXXX INVESTMENT FUNDS | ||
| on behalf of: | ||
| Xxxxxx PanAgora Risk Parity Fund | SP2 | 38PU |
| Xxxxxx PanAgora Risk Parity Ltd. | SN9 | 38PX |
| Xxxxxx ETF Trust | ||
| Xxxxxx Focused Large Cap Growth ETF | ||
| Xxxxxx Focused Large Cap Value ETF | ||
| Xxxxxx Sustainable Future ETF | ||
| Xxxxxx Sustainable Leaders ETF | ||
| Xxxxxx BDC Income ETF | ||
| Xxxxxx Emerging Markets ex-China ETF | ||
| Xxxxxx BioRevolution ETF |
Information Classification: Limited Access |
