Exhibit
(g)(4)
AMENDMENT TO THE MASTER CUSTODIAN AGREEMENT
This Amendment (the “Amendment”)
is to the MASTER CUSTODIAN AGREEMENT, dated November 17, 2008, as amended (the “Agreement”), between each
Registered Investment Company identified on Appendix A thereto (as may be amended and supplemented from time to time) (each
the “Fund” and collectively the “Funds” ) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company with offices located at One Congress Street, Boston, MA 02114 (“Custodian”) (Custodian and Fund are each a
“Party” and collectively the “Parties”). This Amendment is effective as of March 20, 2024 (the “Amendment
Effective Date”) and is attached to and made a part of the Agreement.
In consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Custodian and each Fund,
intending to be legally bound, hereby covenant and agree as follows:
| 1. | Amendments. The Agreement is hereby amended as follows: |
| a. | Section 32 of Agreement is hereby amended as follows: |
| Section 32. | |
INFORMATION SECURITY |
| 32.1 | Annually, upon Fund's reasonable request, Custodian shall provide Fund's Chief Information Security Officer
or his or her designee with a copy of Custodian's corporate information security controls that form the basis for Custodian's corporate
information security policy. |
| 32.2 | Custodian acknowledges receipt of Fund's Information Security Requirements for Third Parties of Deutsche
Bank, Version 3.0 (the “DB ISRV”) and DWS Third Party Security Standard, Version 1.7 (the “DWS TPSS”).
Custodian agrees to provide Fund's Information Security Department with a copy of Custodian's corporate information security controls,
a completed Standardized Information Gathering (SIG) questionnaire, and Custodian’s Global Information Security (GIS) SOC 2 (Type
II) report.in order to facilitate a comparative analysis by Fund of such controls against the DB ISRV and the DWS TPSS and allow for a
discussion between Fund and a qualified member of Custodian's Information Technology Management team of Custodian's information security
controls and policies. In addition, Custodian acknowledges and agrees that Fund (in conjunction with any other affiliated entities of
Fund serviced by Custodian and/or its affiliates) shall be permitted to: (i) upon prior notice to Custodian, perform a single, coordinated,
annual onsite information security review on the premises of Custodian and/or one or more of its affiliates; (ii) request and review Custodian's
information regarding Custodian's corporate information security controls solely while on such premises during such information security
audit; and (iii) reasonably request and receive supplemental information or evidence from Custodian while on such premises for the purpose
of evaluating Custodian's information security controls. Notwithstanding the foregoing, nothing herein shall entitle Fund to any information
that Custodian deems proprietary or confidential to Custodian or its clients, contrary to its corporate policies or that would otherwise,
in Custodian's opinion, compromise the security of its business, network, facilities or systems. Custodian's corporate information security
program will |
contain administrative technical
and physical safeguards, appropriate to the type of information concerned, designed to: (i) protect the security and confidentiality of
such information; (ii) protect against material anticipated threats or hazards to the security of such information; (iii) protect against
unauthorized access to or use of such information that could result in harm or inconvenience to Fund, and (iv) appropriately dispose of
such information.
| 32.3 | Custodian shall maintain its corporate information security policy in a manner that satisfies the requirements
set forth above; provided, however, that Custodian reserves the right to make changes to its corporate information security controls at
any time in a manner that does not materially reduce the protection it applies to Fund's information. In the event that Custodian makes
a change to its corporate information security controls that Custodian believes materially reduces the protection it applies to Fund's
information, Custodian will promptly notify Fund in writing.” |
| b. | The following is hereby added as Section 33 of the Agreement: |
Custodian acknowledges and agrees that
it shall adhere to and comply with the terms of all licenses for open-source software as defined by the Open Source Initiative (http://opensource.org)
or the Free Software Foundation (http://www.fsf.org) (“Open Source Software”) that
it uses to provide the Services to Fund or that it incorporates or embeds into any software or system that it uses to provide the Services
to Fund or that Fund accesses to receive the Services. Any such Open Source Software shall be a part of Custodian’s corporate information
security program as further described in Section 32.”
| 2. | General. Except as expressly set forth in this Amendment, the Agreement shall remain unchanged
and in full force and effect. As of and following the Amendment Effective Date, all references to the Agreement shall mean the Agreement
as hereby amended. In the event of any conflict between the terms hereof and the terms of the Agreement, the terms hereof shall prevail. |
| 3. | Defined Terms. Capitalized terms used herein, but not otherwise defined, shall have the
meanings ascribed to them in the Agreement. In the event of a conflict between the terms of this Amendment and the terms of the Agreement,
the terms of this Amendment shall control. |
| 4. | Headings. Section headings are for convenience purposes only and shall not be used in the
interpretation of this Amendment. |
| 5. | Severability. If any provision of this Amendment is held illegal, invalid or unenforceable
such illegality, invalidity or unenforceability will not affect the other provisions of this Amendment, which will remain in full force
and effect. |
| 6. | Counterparts. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one single agreement between the Parties, and signatures may be exchanged in either original or electronically
transmitted form (e.g., via fax or electronic mail), and the Parties hereby adopt as original any signatures exchanged in electronically
transmitted form. |
| 7. | Entire Agreement. This Amendment constitutes the entire understanding and agreement of the
Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have
caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date.
EACH REGISTERED INVESTMENT COMPANY IDENTIFIED
ON APPENDIX A TO THE AGREEMENT
|
|
STATE STREET BANK AND TRUST COMPANY
|
By: /s/John
Millette |
|
By: /s/Louis
Abruzzi |
Name: John
Millette |
|
Name: Louis Abruzzi |
Title: Vice
President and Secretary |
|
Title: Senior
Vice President |
Date: January
21, 2025 |
|
Date: 1/21/25 |
|
|
|
EACH REGISTERED INVESTMENT COMPANY IDENTIFIED ON APPENDIX A TO THE AGREEMENT |
|
|
By: /s/Ciara
Crawford |
|
|
Name: Ciara
Crawford |
|
|
Title: Assistant
Secretary |
|
|
Date: January
21, 2025 |
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