AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT
AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT |
This Amendment to Master Sub-Accounting Services Agreement (“Amendment”) is made as of August 1, 2013, by and between ▇▇▇▇▇▇ Investment Management, LLC (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 Master 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. The first sentence of Section 6(a) of the Agreement is hereby deleted and replaced with the following:
“This Agreement shall continue in full force and effect for an additional term commencing on the date hereof and ending December 31, 2020 (the “Additional Term”), and, after that, shall automatically renew for additional consecutive three (3) year terms, in each case unless either party gives one hundred eighty (180) days’ prior written notice to the other of its intent not to renew. During the Additional Term and thereafter: (i) either party may terminate this Agreement in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, in either case within 60 days’ written notice of such breach, and (ii) the Administrator may terminate this Agreement with respect to any Fund or Portfolio(s) of a Fund in the event that the Fund or its Portfolio(s) are liquidated or merged into or consolidated with another person. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, upon receipt of a final ▇▇▇▇ from the Sub-Accounting Agent, the Administrator shall pay Sub-Accounting Agent all accrued and unpaid fees and expenses under this Agreement. For the avoidance of doubt, the Administrator reserves the right to close sleeves of the Portfolios and share classes of the Funds without penalty.
Termination of this Agreement with respect to the coverage of 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 Sections 3 and 5 of this Agreement shall survive termination of this Agreement for any reason.
Notwithstanding any term herein to the contrary, this Agreement may, at the sole option of the Sub-Accounting Agent, be terminated (in its entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable) without prior notice by the Sub-Accounting Agent in the event of (i) any termination by a Fund of its custodial services agreement with State Street Bank and Trust Company (in each such case, in such agreement’s entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable) or (ii) any termination of the Administration Agreement or the termination or resignation of the Administrator under the Administration Agreement (in each such case, in such agreement’s entirety, with respect to any particular Fund, or with respect to its applicability to any particular Portfolio, as may be applicable).
2. Sections 6(b), 6(c), 6(d), 6(e), and 6(f) of the Agreement are hereby deleted in their entirety.
3. Section 11.9 of the Agreement is hereby modified to update the Sub-Accounting Agent’s contact information as follows:
“To the Sub-Accounting Agent: | STATE STREET BANK AND TRUST COMPANY |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President | |
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇” |
4. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
5. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
[Signature page follows.] |
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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.
▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC | ||
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
Title: | Chief of Operations | |
STATE STREET BANK AND TRUST COMPANY | ||
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
Title: | Executive Vice President |
3 |
APPENDIX A |
TO |
MASTER SUB-ACCOUNTING SERVICES AGREEMENT |
▇▇▇▇▇▇ Fund | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
▇▇▇▇/▇▇▇▇▇▇▇▇▇ | # | ▇▇▇▇ # |
▇▇▇▇▇▇ AMERICAN GOVERNMENT INCOME FUND | 033 | 38MG |
▇▇▇▇▇▇ ARIZONA TAX EXEMPT INCOME FUND | 855 | 38RH |
▇▇▇▇▇▇ 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 |
▇▇▇▇▇▇ CALIFORNIA TAX EXEMPT INCOME FUND | 027 | 38Q5 |
▇▇▇▇▇▇ CONVERTIBLE SECURITIES FUND | 008 | 38QG |
▇▇▇▇▇▇ DIVERSIFIED INCOME TRUST | 075 | 38MS |
▇▇▇▇▇▇ EQUITY INCOME FUND | 012 | 38QH |
▇▇▇▇▇▇ EUROPE EQUITY FUND | 057 | 38MH |
▇▇▇▇▇▇ FUNDS TRUST | ||
on behalf of: | ||
▇▇▇▇▇▇ Absolute Return 100 Fund | EB3 | 38V5 |
▇▇▇▇▇▇ Absolute Return 300 Fund | EC3 | 38V6 |
▇▇▇▇▇▇ Absolute Return 500 Fund | DK6 | 38V7 |
▇▇▇▇▇▇ Absolute Return 700 Fund | ED8 | 38V8 |
▇▇▇▇▇▇ Asia Pacific Equity Fund | GC4 | 38CA |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund | FL7 | 38ZA |
▇▇▇▇▇▇ Dynamic Risk Allocation Fund | EC2 | ▇▇▇▇ |
▇▇▇▇▇▇ Emerging Markets Equity Fund | CT2 | 38P4 |
▇▇▇▇▇▇ Emerging Markets Income Fund | NE3 | 38AN |
▇▇▇▇▇▇ Equity Spectrum Fund | GA7 | 38VX |
▇▇▇▇▇▇ Floating Rate Income Fund | 29X | 38PJ |
▇▇▇▇▇▇ Global Consumer Fund | EJ3 | 38VA |
▇▇▇▇▇▇ Global Dividend Fund | NE9 | 38AO |
▇▇▇▇▇▇ Global Energy Fund | EK2 | 38VB |
▇▇▇▇▇▇ Global Financials Fund | EK9 | ▇▇▇▇ |
▇▇▇▇▇▇ Global Industrials Fund | EL8 | 38VE |
▇▇▇▇▇▇ Global Sector Fund | GV5 | 38WA |
▇▇▇▇▇▇ Global Technology Fund | EM7 | ▇▇▇▇ |
▇▇▇▇▇▇ Global Telecommunications Fund | EN6 | 38VG |
▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund | ND5 | 38AM |
▇▇▇▇▇▇ International Value Fund | 2CE | 38ND |
▇▇▇▇▇▇ Low Volatility Equity Fund | NF7 | 38AP |
▇▇▇▇▇▇ Money Market Liquidity Fund | AD5 | 38UM |
▇▇▇▇▇▇ Multi-Cap Core Fund | HF8 | 38WG |
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 2 | LF2 | 38BA |
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 3 | 7BF | 38PL |
▇▇▇▇▇▇ Fund | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
▇▇▇▇/▇▇▇▇▇▇▇▇▇ | # | ▇▇▇▇ # |
▇▇▇▇▇▇ 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 |
▇▇▇▇▇▇ Strategic Volatility Equity Fund | NG5 | 38AQ |
▇▇▇▇▇▇ GLOBAL EQUITY FUND | 005 | 38QE |
▇▇▇▇▇▇ GLOBAL HEALTH CARE FUND | 021 | 38QJ |
▇▇▇▇▇▇ GLOBAL INCOME TRUST | 041 | 38QL |
▇▇▇▇▇▇ GLOBAL NATURAL RESOURCES FUND | 018 | 38MD |
▇▇▇▇▇▇ GLOBAL UTILITIES FUND | 840 | 38Q1 |
▇▇▇▇▇▇ HIGH INCOME SECURITIES FUND | 061 | 38MJ |
▇▇▇▇▇▇ HIGH YIELD ADVANTAGE FUND | 060 | 38MI |
▇▇▇▇▇▇ HIGH ▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ 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 |
▇▇▇▇▇▇ International Growth Fund | 539 | ▇▇▇▇ |
▇▇▇▇▇▇ Multi-Cap ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ Research Fund | 2AQ | 38NB |
▇▇▇▇▇▇ Small Cap Value Fund | 2MF | ▇▇▇▇ |
▇▇▇▇▇▇ INVESTORS FUND | 003 | 38QB |
▇▇▇▇▇▇ MANAGED MUNICIPAL INCOME TRUST | 052 | 38R1 |
▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME FUND | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ MASTER INTERMEDIATE INCOME TRUST | 074 | 38MR |
▇▇▇▇▇▇ MICHIGAN TAX EXEMPT INCOME FUND | 846 | 38RE |
▇▇▇▇▇▇ MINNESOTA TAX EXEMPT INCOME FUND | 847 | 38RF |
▇▇▇▇▇▇ MONEY MARKET FUND | 010 | 38Q2 |
▇▇▇▇▇▇ MORTGAGE RECOVERY FUND | MC3 | ▇▇▇▇ |
▇▇▇▇▇▇ MULTI-CAP GROWTH 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 |
▇▇▇▇▇▇ RETIREMENT READY FUNDS | ||
on behalf of: | ||
▇▇▇▇▇▇ RetirementReady 2055 Fund | KT2 | 38KB |
▇▇▇▇▇▇ 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 2020 Fund | 49D | FFAH |
▇▇▇▇▇▇ RetirementReady 2015 Fund | 48W | FFAG |
▇▇▇▇▇▇ Retirement Income Funds Lifestyle 1 | 48P | FFAF |
▇▇▇▇▇▇ TAX EXEMPT INCOME FUND | 011 | 38Q3 |
▇▇▇▇▇▇ TAX EXEMPT MONEY ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ TAX-FREE INCOME TRUST | ||
on behalf of: | ||
▇▇▇▇▇▇ AMT-Free Municipal Fund | 035 | 38Q7 |
▇▇▇▇▇▇ Tax-Free High ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ US GOVERNMENT INCOME TRUST | 032 | 38MF |
▇▇▇▇▇▇ VARIABLE TRUST | ||
on behalf of: | ||
▇▇▇▇▇▇ VT Absolute 500 Return Fund | LC3 | 38AD |
▇▇▇▇▇▇ VT American Government Income Fund | 2PX | ▇▇▇▇ |
▇▇▇▇▇▇ VT Capital Opportunities 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 Global Utilities Fund | 152 | 38QN |
▇▇▇▇▇▇ VT Growth and Income Fund | 066 | 38ML |
▇▇▇▇▇▇ VT Growth ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ VT High Yield Fund | 067 | 38MN |
▇▇▇▇▇▇ VT Income Fund | 068 | 38QM |
▇▇▇▇▇▇ VT International Equity Fund | 2DO | 38NF |
▇▇▇▇▇▇ VT International ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ VT International Value Fund | 2DN | 38NE |
▇▇▇▇▇▇ VT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ VT Money ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
▇▇▇▇▇▇ VT Multi-Cap Growth Fund | 098 | 38PF |
▇▇▇▇▇▇ VT Multi-Cap Value Fund | 23H | 38MV |
▇▇▇▇▇▇ VT Research Fund | 2LA | 28PH |
▇▇▇▇▇▇ VT Small Cap Value Fund | 2MJ | 38NM |
▇▇▇▇▇▇ VT Voyager Fund | 065 | 38PE |
▇▇▇▇▇▇ VOYAGER FUND | 007 | 38MB |
6 |
▇▇▇▇▇▇ Fund | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
▇▇▇▇/▇▇▇▇▇▇▇▇▇ | # | ▇▇▇▇ # |
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ FUND OF BOSTON | 001 | 38QA |
THE ▇▇▇▇▇▇ FUND FOR GROWTH AND INCOME | 002 | 38MA |
7 |