September 23, 2022 State Street Bank and Trust Company

 

 

September 23, 2022

 

State Street Bank and Trust Company

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇

North Quincy, MA 02171

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., Managing Director

 

Re:

Each ▇▇▇▇▇▇ exchange traded fund identified on Exhibit A hereto (each, a “New ▇▇▇▇▇▇ ETF Fund”, and collectively, the “New ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ETF Fund hereby requests that your bank act as its Custodian under the terms of the Agreement. In connection with such request, each New ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ETF funds listed on Appendix A hereto (the “Existing ▇▇▇▇▇▇ ETF Funds”) shall also apply to each New ▇▇▇▇▇▇ 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

 

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 ▇▇▇▇▇▇ ETF Funds only, shall also be amended and replaced in their entirety as follows in relation to the New ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ETF Funds, shall apply only to the New ▇▇▇▇▇▇ ETF Funds.

 

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 ▇▇▇▇▇▇ ETF Funds, as well as the removal of certain ▇▇▇▇▇▇ 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]

 

 

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 ▇▇▇▇▇▇ Investment Company
identified on Appendix A Hereto

 

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇

Title: Vice President and Assistant Treasurer,

Duly Authorized

 

Agreed and Accepted:

 

STATE STREET BANK AND TRUST COMPANY

 

 

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Title: Managing Director, Global Relationship Management

Effective Date: September 23, 2022

 

Exhibit A

 

New ▇▇▇▇▇▇ ETF Funds

 

▇▇▇▇▇▇ ETF Trust

▇▇▇▇▇▇ BDC Income ETF

▇▇▇▇▇▇ Emerging Markets ex-China ETF

▇▇▇▇▇▇ BioRevolution ETF

 

 

 

APPENDIX A

 

to

 

Master Custodian Agreement

 

 

FUND/PORTFOLIO	▇▇▇▇▇▇ Fund #	State Street Fund #
▇▇▇▇▇▇ 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 Bond Fund	EB3	38V5
▇▇▇▇▇▇ Fixed Income Absolute Return Fund	EC3	38V6
▇▇▇▇▇▇ Multi-Asset Absolute Return Fund	ED8	38V8
▇▇▇▇▇▇ Capital Spectrum Fund	GA6	38VW
▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund	FL7	38ZA
▇▇▇▇▇▇ Dynamic Risk Allocation Fund	EC2	38BG
▇▇▇▇▇▇ 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	38VF
▇▇▇▇▇▇ 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
▇▇▇▇▇▇ 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 Future Fund	2OV	38NO
▇▇▇▇▇▇ Research Fund	2AQ	38NB
▇▇▇▇▇▇ Small Cap Value Fund	2MF	38NL
▇▇▇▇▇▇ Government Money Market Fund	QW2	38GM
▇▇▇▇▇▇ MANAGED MUNICIPAL INCOME TRUST	052	38R1
▇▇▇▇▇▇ MASSACHUSETTS TAX EXEMPT INCOME FUND	845	38RD
▇▇▇▇▇▇ 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	38RG
▇▇▇▇▇▇ 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	38KH
▇▇▇▇▇▇ 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 Maturity Fund	48P	FFAF

 

▇▇▇▇▇▇ Retirement Advantage 2025 Fund	UU4	38BL
▇▇▇▇▇▇ Retirement Advantage 2030 Fund	UU5	38BN
▇▇▇▇▇▇ Retirement Advantage 2035 Fund	UU6	38BP
▇▇▇▇▇▇ 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
▇▇▇▇▇▇ TAX-FREE INCOME TRUST
on behalf of:
▇▇▇▇▇▇ Strategic Intermediate Municipal Fund (f/k/a ▇▇▇▇▇▇ AMT-Free Municipal Fund)	035	38Q7
▇▇▇▇▇▇ Tax-Free High Yield Fund	036	38Q8
▇▇▇▇▇▇ Mortgage Securities Fund	032	38MF
▇▇▇▇▇▇ VARIABLE TRUST
on behalf of:
▇▇▇▇▇▇ VT Multi-Asset Absolute Return Fund	LC3	38AD
▇▇▇▇▇▇ VT Mortgage Securities Fund	2PX	38NP
▇▇▇▇▇▇ VT Small Cap Growth Fund	23K	38QO
▇▇▇▇▇▇ VT Diversified Income Fund	961	38PA
▇▇▇▇▇▇ VT Equity Income Fund	23N	38QP
▇▇▇▇▇▇ VT ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund	2IS	38QV
▇▇▇▇▇▇ VT Global Asset Allocation Fund	070	38MO
▇▇▇▇▇▇ VT Global Equity Fund	016	38QI
▇▇▇▇▇▇ VT Global Health Care Fund	2IW	38QW
▇▇▇▇▇▇ VT Growth Opportunities Fund	2PU	38QY
▇▇▇▇▇▇ VT High Yield Fund	067	38MN
▇▇▇▇▇▇ VT Income Fund	068	38QM
▇▇▇▇▇▇ VT International Equity Fund	2DO	38NF
▇▇▇▇▇▇ VT Emerging Markets Equity Fund	2DP	38NG
▇▇▇▇▇▇ VT International Value Fund	2DN	38NE
▇▇▇▇▇▇ VT Multi-Cap Core Fund	2IO	38QU
▇▇▇▇▇▇ VT Government Money Market Fund	069	38R5
▇▇▇▇▇▇ 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 Parity Fund	SP2	38PU
▇▇▇▇▇▇ PanAgora Risk Parity Ltd.	SN9	38PX
▇▇▇▇▇▇ ETF Trust
▇▇▇▇▇▇ Focused Large Cap Growth ETF
▇▇▇▇▇▇ Focused Large Cap Value ETF
▇▇▇▇▇▇ Sustainable Future ETF
▇▇▇▇▇▇ Sustainable Leaders ETF
▇▇▇▇▇▇ BDC Income ETF
▇▇▇▇▇▇ Emerging Markets ex-China ETF
▇▇▇▇▇▇ BioRevolution ETF