AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT (Registered Funds)

AMENDMENT TO MASTER SUB-ACCOUNTING SERVICES AGREEMENT

(Registered Funds)

This Amendment to Master Sub-Accounting Services Agreement (“Amendment”) is made as of June 25, 2021, by and between the Xxxxxx entity identified on Appendix A (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 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. Section 6(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

This Agreement shall continue in full force and effect until December 31, 2021, unless the Administrator provides written notice to Sub-Accounting Agent of the Administrators’ intent either to renew this Agreement for an additional term or to terminate this Agreement, which notice shall be provided by the Administrator to the Sub-Accounting Agent no later than December 31, 2021 (“Administrator Notice”). If the Administrator provides an Administrator Notice pursuant to which the Administrator elects to terminate this Agreement, this Agreement shall then terminate one hundred eighty (180) days after the last day of the month during which the Administrator Notice is provided (the effective date of such termination being referred to as the “Termination Date”), subject to any Extension Period (as defined below) and any additional extension as the parties may agree to separately in writing. Upon termination of this Agreement pursuant to this paragraph, upon receipt of a final xxxx from the Sub-Accounting Agent, the Administrator shall pay all accrued and unpaid fees under this Agreement. If the Administrator provides a Administrator Notice pursuant to which the Administrator elects to renew the Agreement, the parties will engage in good faith negotiations to enter into an extension or an amendment and restatement of this Agreement on mutually acceptable terms (“Extension”), and this Agreement shall continue in full force and effect until such time as the parties execute the Extension, subject to either party’s right to give one hundred eighty (180) days’ prior written notice of its intention to terminate the Agreement  (subject to any Extension Period and any additional extension as the parties may agree to separately in writing) in the event that, in its reasonable judgement, substantial good faith progress toward agreement of an Extension is not being made. If this Agreement is terminated, the Sub-Accounting Agent shall, at the reasonable request of the Administrator, and subject to the consent of the Sub-Accounting Agent (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the "Extension Period") not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Sub-Accounting Agent for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Administrator and the Sub-Accounting Agent and in effect immediately prior to the Termination Date.”

2.       Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.

3.       Attached as Appendix A hereto is a replacement of “Appendix A” to the Agreement, effective as of the date set forth above.

[Signature page follows.]

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.

	XXXXXX INVESTMENT MANAGEMENT, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Chief of Operations
	STATE STREET BANK AND TRUST COMPANY
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Executive Vice President

Information Classification: Limited Access

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APPENDIX A

to

Master Sub-Accounting Services Agreement

FUND/PORTFOLIO	Xxxxxx Xxxx #	Xxxxx Xxxxxx Xxxx #
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 Xxxx Xxxx	XX0	00X0
Xxxxxx Fixed Income Absolute Return Fund	EC3	38V6
Xxxxxx Multi-Asset Absolute Return Fund	ED8	38V8
Xxxxxx Xxxxxxx Xxxxxxxx Xxxx	XX0	00XX
Xxxxxx Dynamic Asset Allocation Equity Fund	FL7	38ZA
Xxxxxx Dynamic Risk Allocation Fund	EC2	00XX
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	00XX
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
Xxxxxx Focused International Equity Fund (f/k/a XXXXXX GLOBAL EQUITY FUND)	005	38QE

Information Classification: Limited Access

3

PUT EMERG MKTS SM CAP EQ LLP	UG8	38BF
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 Xxxxxx Xxxx	0XX	00XX
Xxxxxx Research Fund	2AQ	38NB
Xxxxxx Small Cap Value Fund	2MF	00XX
Xxxxxx Government Xxxxx Xxxxxx Xxxx	XX0	00XX
XXXXXX MANAGED MUNICIPAL INCOME TRUST	052	38R1
XXXXXX MASSACHUSETTS TAX EXEMPT INCOME FUND	000	00XX
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	00XX
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	00XX
Xxxxxx XxxxxxxxxxXxxxx 0000 Xxxx	XX0	00XX
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
Xxxxxx Retirement Advantage 2025 Fund	UU4	38BL
Xxxxxx Retirement Advantage 2030 Fund	UU5	38BN

Information Classification: Limited Access

4

Xxxxxx Retirement Advantage 2035 Fund	XX0	00XX
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 XXX ADVANTAGE 2065 TRUST	WN3	38B8
Xxxxxx Retirement Advantage Maturity Fund	UV4	38BM
Xxxxxx 529 Age-Based 2021 Fund	WK2	38B3
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 Xxxxx Xxxx	000	00X0
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	00XX
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 Xxxxxxxx Xxxx	0XX	00XX
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 Xxxxxxxxxxxxx Xxxx	0XX	00XX
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	00XX
Xxxxxx VT International Value Fund	2DN	38NE
Xxxxxx VT Multi-Cap Core Fund	2IO	38QU
Xxxxxx VT Government Money Xxxxxx Xxxx	000	00X0
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 Xxxxxx

0

Xxxxxx Xxxxxx Balanced Fund	001	38QA
XXXXXX INVESTMENT FUNDS
on behalf of:
Xxxxxx PanAgora Risk Xxxxxx Xxxx	XX0	00XX
Xxxxxx XxxXxxxx Xxxxxx Xxxxxxx Xxxx	XX0	00XX
Xxxxxx PanAgora Managed Futures Strategy Ltd.	SN8	38PY
Xxxxxx ETF Trust
Xxxxxx Focused Large Cap Growth ETF
Xxxxxx Focused Large Cap Value ETF
Xxxxxx Sustainable Future ETF
Xxxxxx Sustainable Leaders ETF

Information Classification: Limited Access

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