AMENDMENT TO CUSTODIAN AGREEMENT
THIS AMENDMENT to CUSTODIAN AGREEMENT (this "Amendment") is dated
May 31, 2016, by and between each of the Pioneer open-end management investment
companies (each, a "Fund") listed on Appendix A to the Agreement (defined
below) and Xxxxx Brothers Xxxxxxxx & Co. (the "Custodian" or "BBH&Co.").
Reference is made to the Custodian Agreement between each Fund and
BBH&Co. dated July 1, 2001, as amended from time to time and as in effect on
the date hereof prior to giving effect to this Amendment (the "Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Agreement.
WHEREAS, each Fund and Custodian have agreed to amend the terms of the
Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to as follows:
A. Amendments to the Agreement
1. The Agreement is hereby amended in Section 2 by adding at the end
thereof the following new Section 2.3 and 2.3.1:
"2.3 By providing an Instruction (defined in Section 4) in respect of an
Investment (which Instruction may relate to among other things, the
processing of orders and/or settlement of transactions in funds), the
Fund hereby (i) authorizes BBH&Co. to complete such documentation as may
be required or appropriate to carry out the Instruction, and agrees to
be contractually bound to the terms of such documentation "as is"
without recourse against BBH&Co.; (ii) represents, warrants and
covenants that it has accepted and agreed to comply with all Applicable
Law, terms and conditions to which it and/or its Investment may be
bound, including without limitation, requirements imposed by the
Investment prospectus or offering circular, subscription agreement, any
application or other documentation relating to an Investment (e.g.,
compliance with suitability requirements and eligibility restrictions);
(iii) acknowledges and agrees that BBH&Co. will not be responsible for
the accuracy of any information provided to it by or on behalf of the
Fund, or for any underlying commitment or obligation inherent to an
Investment; (iv) except as otherwise provided for in Section 2.6.1,
represents, warrants and covenants that it will not effect any sale,
transfer or disposition of Investment(s) held in BBH&Co.'s name by any
means other than the issuance of an Instruction by the Fund to BBH&Co.;
(v) acknowledges that collective investment schemes (and/or their
agent(s)) in which the Fund invests may pay to BBH&Co. certain fees
(including without limitation, shareholder servicing and/or trailer
fees) in respect of the Fund's investments in such schemes; (vi) agrees
that BBH&Co. shall have no obligation or responsibility whatsoever to
respond to, or provide capital in connection with any capital calls,
letters of intent or other requirements as set out in the prospectus or
offering circular of an Investment; (vii) represents, warrants and
covenants that it will provide BBH&Co. with such information as is
necessary or appropriate to enable BBH&Co.'s performance pursuant to an
Instruction or under this Agreement; (vii) undertakes to inform BBH&Co.
and to keep the same updated as to any tax withholding or benefit to
which an Investment may be subject; (ix) acknowledges that BBH&Co. shall
have no obligation to fund any order placed by the Fund for which the
Fund does not have sufficient cash on deposit with BBH&Co.; and (x)
agrees that BBH&Co. shall be held harmless for the acts, omissions or
any unlawful activity
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of any agent of the Fund, or any transfer agent or other agent of an
Investment in which the Fund may invest.
2.3.1. To the extent that the Fund holds Investments in an account
opened in the name of BBH&Co. as custodian for and at the direction of
the Fund, and the Fund requests that BBH&Co. provide the Fund with the
capability to place orders and execute trades in fund shares directly
with such fund companies and/or their transfer agents which shall be
settled in an account established with each such fund company or its
transfer agent, the Fund hereby acknowledges that BBH&Co. is under no
obligation to agree to such arrangement but if BBH&Co. so agrees, the
Fund (i) acknowledges that all relevant terms under Section 2.6 above
apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited
power of attorney to the Fund or its designated agent to enable the Fund
to so execute, (iii) agrees to ensure that any instructions issued by
the Fund or its designated agent shall also be concurrently submitted to
BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established
with each such fund or its transfer agent with respect thereto
including, but not limited to, the terms of the limited power of
attorney. The Fund also acknowledges and agrees that (1) BBH&Co. is
acting solely in its capacity as custodian and is not acting as a broker
or introducing broker on behalf of the Fund, (2) BBH&Co. is not
receiving compensation in connection with the Fund's own execution
hereunder of trades with each such fund other than its usual and
customary custody fees and transaction charges, (3) it will provide such
account opening information to each such fund and/or transfer agent as
and when requested by such fund and/or transfer agent, and (4) BBH&Co.
is not responsible for (a) providing information published by the
relevant distributor of each such fund including, but not limited to,
the prospectus for each such Investment in a fund or for resolving
execution queries or complaints relative to any such Investment, and (b)
assessing the suitability of any such Investment executed directly by
the Fund.
B. Miscellaneous
1. Except as specifically amended hereby, the Agreement remains unchanged,
in full force and effect and binding on the parties in accordance with
its terms.
2. This Amendment shall be governed in accordance with the terms set forth
in Section 12.4 of the Agreement.
3. This Amendment may be executed in multiple original counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same Amendment.
IN WITNESS WHEREOF, each of the parties has caused their duly authorized
representatives to execute this Amendment to the Agreement, effective as of the
first date written above.
Each of the Funds listed on XXXXX BROTHERS XXXXXXXX & CO.
Appendix A to the Agreement, as amended from
time to time
By: /s/ Xxxxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxxxx
Title: Secretary Title: Managing Director
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