AMENDMENT TO MASTER CUSTODIAN AGREEMENT
| AMENDMENT TO MASTER CUSTODIAN AGREEMENT |
This Amendment to Master Custodian Agreement (“Amendment”) is made as of August 1, 2013, by and between each management investment company party thereto (each, a “Fund” and collectively, the “Funds”) 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. The following sentence is added at the end of the first paragraph of Section 15:
“Notwithstanding any other provision of this Agreement, the Custodian shall not be liable for the insolvency of any Foreign Sub-Custodian that is not a subsidiary of the Custodian; provided, however, that the foregoing shall not be applicable if the Custodian fails to comply with its obligations under this Agreement or as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to such Foreign Sub-Custodian. For the avoidance of doubt, if the Custodian has met its standard of care hereunder and has fulfilled its obligations as a Foreign Custody Manager pursuant to Rule 17f-5 with respect to a Foreign Sub-Custodian, then the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of such Foreign Sub-Custodian that is not a subsidiary of the Custodian.”
2. The first sentence of Section 16(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 (the “Additional Term”) commencing on the date hereof and ending December 31, 2020, 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) a Fund may terminate this Agreement with respect to itself or its Portfolio(s) 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 Custodian, the applicable Fund shall pay Custodian all accrued and unpaid fees and expenses under this Agreement. For the avoidance of doubt, the Funds reserve the right to close sleeves of the Portfolios and share classes of the Funds without penalty.
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 Sections 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.”
3. Sections 16(b), 16(c), 16(d), 16(e) and 16(g) of the Agreement are hereby deleted in their entirety. Section 16(f) of the Agreement is hereby re-lettered Section 16(b).
4. Section 21.9 of the Agreement is hereby modified to update the Funds’ and the Custodian’s contact information as follows:
| “To any Fund: | ▇/▇ ▇▇▇▇▇▇ FIDUCIARY TRUST COMPANY |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Operations Leader | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| With a copy to: | Ropes & ▇▇▇▇ LLP |
| Prudential Tower | |
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇” | |
| “To the Custodian: | STATE STREET BANK AND TRUST COMPANY |
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| Telecopy: ▇▇▇-▇▇▇-▇▇▇▇” | |
5. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
6. Schedule 1 to the Investment Administration Services Addendum to the Agreement is hereby deleted in its entirety and replaced with the attached Schedule I.
7. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.
8. A copy of the 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 Agreement 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.
| [Signature page follows.] |
| 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.
| EACH MANAGEMENT INVESTMENT COMPANY PARTY | ||
| TO THE MASTER CUSTODIAN AGREEMENT | ||
| By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President, | |
| Principal Executive Officer | ||
| And Compliance Liaison | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: /s/ ▇▇▇▇▇▇▇. ▇. ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Executive Vice President | |
| 3 |
| APPENDIX A |
| TO |
| MASTER CUSTODIAN 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 |
| PUTNAM 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: | ||
| Putnam AMT-Free Municipal Fund | 035 | 38Q7 |
| ▇▇▇▇▇▇ Tax-Free High ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇ | ▇▇▇▇ |
| ▇▇▇▇▇▇ US GOVERNMENT INCOME TRUST | 032 | 38MF |
| PUTNAM VARIABLE TRUST | ||
| on behalf of: | ||
| Putnam VT Absolute 500 Return Fund | LC3 | 38AD |
| Putnam 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 |
| Schedule 1 to Investment Administration Services Addendum to Custody |
| Agreement with the Funds (Retail Funds) |
| Services |
| Trade Settlement | Provide daily failed trades reporting reflecting current failed trades |
| with fail reason if known. Assist in the resolution of failed trades. | |
|
| |
| Corporate Actions | Monitor and report notifications of both non-voluntary and |
| voluntary corporate actions to the Manager from multiple sources. | |
| Monitor responses from Manager's portfolio managers, and | |
| transmit responses to custodians and other mutually agreed upon | |
| parties. | |
|
| |
| Reconciliations | (Position, Cash) Identify, assign and work to resolve exceptions |
| between custody and accounting records at State Street. | |
| Identify, assign and work to resolve exceptions between position | |
| data held at the Manager and the data maintained by State Street. | |
|
| |
| Management Reporting | Prepare standard reports for the Manager as such reports are agreed |
| upon in the Service Level Standards. | |
|
| |
| Cash Availability & Forecasting | Gather and report the amount of available cash contained in |
| portfolios. Forecast and report on future cash availability. | |
|
| |