pos-ami Sample Contracts

Franklin Floating Rate Master TrustFEE WAIVER AND/OR EXPENSE REIMBURSEMENT AGREEMENT (March 4th, 2021)
Franklin Floating Rate Master TrustSUPPLEMENT TO THE MASTER CUSTODY AGREEMENT HONG KONG - CHINA CONNECT SERVICE (March 4th, 2021)

This Letter relates to the Hong Kong - China Connect Service (as referenced in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service established between Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), Hong Kong Exchanges and Clearing Limited, China Foreign Exchange Trade System & National Interbank Funding Centre (CFETS), China Central Depository & Clearing (CCDC), Shanghai Clearing House (SCH), the Central Moneymarkets Unit of the Monetary Authority of Hong Kong (CMU), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange’s clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to listed stock/securities on a China Connect Market (China Connect Listed Stock) and bonds traded on the China Interbank Bond Market (Ch

Franklin Floating Rate Master TrustAMENDMENT TO PLACEMENT AGENT AGREEMENT (March 4th, 2021)

This Amendment, dated as of May 13, 2020, is to the Placement Agent Agreement, as amended and/or restated to date (the “Agreement”), by and between Franklin Templeton Financial Services, Inc., a registered broker-dealer under the provisions of the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (the “Placement Agent”), and Franklin Floating Rate Master Trust, a registered open-end investment company (the “Investment Company”).

Franklin Floating Rate Master TrustAMENDMENT TO MASTER CUSTODY AGREEMENT (March 4th, 2021)

This Amendment is dated as of the 29th day of January 2021, by and between each of the Investment Companies listed on Exhibit A hereto (the “Fund”) for itself and for each of its Series listed on Exhibit A hereto, and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given in the Agreement (defined below).

Pimco FundsFEE WAIVER AGREEMENT PIMCO Funds Newport Beach, California 92660 February 11, 2021 (February 22nd, 2021)

This will confirm the agreement between PIMCO Funds (the “Trust”), on behalf of each Fund, and Pacific Investment Management Company LLC (“PIMCO”), as follows:

Pimco FundsFEE WAIVER AGREEMENT PIMCO Funds Newport Beach, California 92660 February 11, 2021 (February 22nd, 2021)

This will confirm the agreement between PIMCO Funds (the “Trust”) on behalf of each Fund and Pacific Investment Management Company LLC (“PIMCO”), as follows:

Pimco FundsSUPPLEMENT TO THE SECOND AMENDED AND RESTATED SUPERVISION AND ADMINISTRATION AGREEMENT PIMCO Funds Newport Beach, California 92660 February 11, 2021 (February 22nd, 2021)

This will confirm the agreement between the undersigned (the “Trust”) and Pacific Investment Management Company LLC (the “Administrator”) as follows:

Capital Group Central Fund SeriesAMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT (January 29th, 2021)
Guggenheim Strategy Funds TrustAMENDMENT TO FUND ACCOUNTING AND ADMINISTRATION AGREEMENT (January 28th, 2021)

This AMENDMENT (this “Amendment”) is made and entered into, as of this 27th day of August, 2020, by and between MUFG Investor Services (US), LLC (“MUIS”) and Guggenheim Strategy Funds Trust (the “Trust”).

Guggenheim Strategy Funds TrustAMENDMENT TO TRANSFER AGENCY AGREEMENTS (January 28th, 2021)

This AMENDMENT (this “Amendment”) is made and entered into, as of this 27th day of August, 2020, by and between MUFG Investor Services (US), LLC (“MUIS”) and Guggenheim Funds Trust (“GFT”), Guggenheim Variable Funds Trust (“GVFT”), Transparent Value Trust (“TVT”) and Guggenheim Strategy Funds Trust (“GSFT”) (each a “Trust” and collectively, the “Trusts”).

Master Large Cap Series LLCAMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF MASTER INSTITUTIONAL MONEY MARKET LLC MASTER LARGE CAP SERIES LLC QUANTITATIVE MASTER SERIES LLC (January 28th, 2021)

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Bylaws of Master Institutional Money Market LLC, Master Large Cap Series LLC and Quantitative Master Series LLC effective as of November 29, 2018 (the “Bylaws”) is made as of November 11, 2020 in accordance with Article VII, Section 1 of the Bylaws. Capitalized terms used herein and not otherwise herein defined are used as defined in the Bylaws.

Master Large Cap Series LLCAMENDED AND RESTATED PLACEMENT AGENT AGREEMENT (January 28th, 2021)

AGREEMENT made as of the 20th day of March, 2020, between MASTER LARGE CAP SERIES LLC, a Delaware limited liability company (the “Company”), on behalf of itself and each of its series listed on Exhibit A, as such Exhibit may be amended from time to time (each, a “Series”), and BLACKROCK INVESTMENTS, LLC, a Delaware corporation (the “Placement Agent”).

Advisers Investment TrustFIRST AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT (January 27th, 2021)

This amendment is effective as of June 11, 2020 by and between Northern Trust Investments, Inc. (the “Investment Adviser”) and Advisers Investment Trust (the “Trust”) on behalf of the fund advised by the Investment Adviser.

Delaware Wilshire Private Markets FundAMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (January 26th, 2021)
Delaware Wilshire Private Markets Tender FundAMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (January 26th, 2021)
Delaware Wilshire Private Markets FundSUB-ADVISORY AGREEMENT (January 26th, 2021)

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the “Board”) of Wilshire Private Markets Master Fund (the “Master Fund”), Wilshire Private Markets Fund (“Feeder Fund A”), and Wilshire Private Markets Tender Fund (“Feeder Fund T” and, collectively with Master Fund and Feeder Fund A, the “Fund”1), each a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and pursuant to the provisions of the Investment Advisory Agreement, dated as of September 11, 2020, by and between the Adviser and the Master Fund, Feeder Fund A, and Feeder Fund T (the “Management Agreement”), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform these services under the terms and conditions hereinafter set forth;

Wells Fargo Master TrustINVESTMENT SUB-ADVISORY AGREEMENT AMONG WELLS FARGO MASTER TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC, WELLS FARGO ASSET MANAGEMENT (INTERNATIONAL) LIMITED AND WELLS CAPITAL MANAGEMENT INCORPORATED (January 11th, 2021)

This AGREEMENT is made as of this 11th day of January 2021, by and among Wells Fargo Master Trust (the “Trust”), a business trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Asset Management (International) Limited, a private liability company incorporated under the laws of England and Wales with its principal place of business at 33 King William Street, London, England, United Kingdom, EC4R 9AT (the “Sub-Adviser”), and Wells Capital Management Incorporated, a corporation organized under the laws of the State of California, with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105 (the “Wells

Wells Fargo Master TrustPLACEMENT AGENCY AGREEMENT (January 11th, 2021)

THIS AMENDED AND RESTATED AGREEMENT is made as of February 20, 2014, as amended as of May 28, 2020, by and between WELLS FARGO MASTER TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Portfolio” and collectively, the “Portfolios”), and WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (“WFFD”). Absent written notification to the contrary by either the Trust or WFFD, each new investment portfolio established in the future shall automatically become a “Portfolio” for all purposes hereunder and shares of beneficial interest established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

Wells Fargo Master TrustAMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (January 11th, 2021)

This AMENDED AND RESTATED AGREEMENT is made as of this 6th day of August 2003, and amended as of October 1, 2005, between Wells Fargo Master Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California, 94105 and Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California, 94105.

Wells Fargo Master TrustADMINISTRATION AGREEMENT (January 11th, 2021)

This AMENDED AND RESTATED AGREEMENT is made as of this 1st day of March 2001, and amended as of March 31, 2006 and March 25, 2011, between Wells Fargo Master Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware and Wells Fargo Funds Management, LLC (“Funds Management”), a limited liability company organized under the laws of the State of Delaware.

Master Portfolio TrustSUBADVISORY AGREEMENT (December 29th, 2020)

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).

Putnam Asset Allocation FundsAMENDMENT NO. 5 TO CREDIT AGREEMENT (December 29th, 2020)

AMENDMENT NO. 5 (this “Amendment”), dated as of October 18, 2019, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, and Amendment No. 4, dated as of September 19, 2019 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)

Master Portfolio TrustMANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC (December 29th, 2020)

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Master Portfolio TrustMANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC (December 29th, 2020)

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Master Portfolio TrustSUBADVISORY AGREEMENT (December 29th, 2020)

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).

Putnam Asset Allocation FundsAMENDED & RESTATED INVESTOR SERVICING AGREEMENT — OPEN-END FUNDS (December 29th, 2020)

This AGREEMENT is made as of the 1st day of July, 2013, between each of the Putnam Funds listed in Appendix A hereto (as the same may from time to time be amended to add one or more additional Putnam Funds or to delete one or more of such Funds), each of such Funds acting severally on its own behalf and not jointly with any of such other Funds (each of such Funds being hereinafter referred to as the “Fund”), and Putnam Investment Management, LLC (the “Manager”), a Delaware limited liability company, and Putnam Investor Services, Inc. (the “Agent”), a Massachusetts corporation, and amends and restates the Amended and Restated Investor Servicing Agreement dated as of January 1, 2009 between each of the Funds, the Manager, and the Agent.

Federated Hermes Core TrustSECOND AMENDED AND RESTATED AGREEMENT (December 29th, 2020)

This Second Amended and Restated Agreement for Administrative Services (the “Agreement”) is made, severally and not jointly, as of September 1, 2017, by each of the registered investment companies listed on Exhibit A hereto, each having its principal office and place of business at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086 (collectively, the “Investment Company”), and FEDERATED ADMINISTRATIVE SERVICES, a Delaware statutory trust, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (“FAS”). The Agreement amends and restates in its entirety that Amended and Restated Agreement for Administrative Services by and between the Investment Company and FAS dated September 1, 2012, as amended, (the “Superseded Agreement”).

Master Portfolio TrustSUBADVISORY AGREEMENT (December 29th, 2020)

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).

Putnam Asset Allocation FundsAMENDED AND RESTATED MASTER INTERFUND LENDING AGREEMENT (December 29th, 2020)

This Amended and Restated Master Interfund Lending Agreement (as further amended, restated, supplemented or otherwise modified from time to time, the “Master Agreement”), dated as of April 3, 2020 (the “Effective Date”), is by and among each investment company listed on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust (or if the relevant Trust has no portfolio series, then the relevant Trust) shall be referred to herein as a “Fund” and collectively as the “Funds”) and Putnam Investment Management, LLC (the “Adviser”).

Master Portfolio TrustMANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC (December 29th, 2020)

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Master Portfolio TrustSUBADVISORY AGREEMENT (December 29th, 2020)

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).

Federated Hermes Core TrustTRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE FEDERATED FUNDS LISTED ON EXHIBIT A HERETO AND STATE STREET BANK AND TRUST COMPANY TRANSFER AGENCY AND SERVICE AGREEMENT (December 29th, 2020)

AGREEMENT made as of the 31st day of January, 2017 (the “Agreement”), by and between each entity that has executed this Agreement, as listed on the signature pages hereto, each company having its principal place of business at either 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222 or 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 (each a “Fund” and collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Transfer Agent"). This Agreement shall be considered a separate agreement between the Transfer Agent and each Fund and references to "the Fund" shall refer to each Fund separately. No Fund shall be liable for the obligations of, nor entitled to the benefits of, any other Fund under this Agreement.

Federated Hermes Core TrustFINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT (December 29th, 2020)

THIS AGREEMENT dated as of March 1, 2011 is made, severally and not jointly (except that the parties agree that the calculation required by Section XIII hereunder shall be joint and not several) by each of the investment companies listed on Exhibit A hereto (each, a “Trust”) and State Street Bank and Trust Company (“State Street”).

Federated Hermes Core TrustAmended and Restated Master Custodian Agreement (December 29th, 2020)

This Amended and Restated Master Custodian Agreement is made as of March 1, 2017 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). This Agreement amends and restates the Custodian Contract between the Funds and the Custodian dated as of December 1, 1993, as amended.

Master Portfolio TrustPLACEMENT AGENCY AGREEMENT Master Portfolio Trust (December 29th, 2020)

This PLACEMENT AGENCY AGREEMENT, made this 31st day of July, 2020, by and between Master Portfolio Trust (“Investment Company”), a Massachusetts trust and Legg Mason Investor Services, LLC (“Placement Agent”).