Exhibit (g)(3)

**AMENDMENT TO AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT**

 

This Amendment to Amended and Restated Master Custodian Agreement is dated as of 

February 17,  2009 by and between each registered investment company and their subsidiaries or other entities identified on Appendix A hereto (each, the “Fund”) and Brown Brothers Harriman & Co. (“BBH”).

 

Whereas pursuant to an Amended and Restated Master Custodian Agreement dated as of October 17, 2008 by and between BBH and each Fund (the “Agreement”), BBH has been appointed its custodian as provided in the Agreement;

 

Whereas certain new Funds wish to appoint BBH as custodian pursuant to the Agreement and BBH has agreed to accept such appointment in accordance with the terms of the Agreement and schedules thereto

 

Now therefore, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree to amend the Agreement and schedules thereto as follows:

 

| I. | Amendments to the Agreement |
|----|-----------------------------|

 

1.         The preamble on page 1 of the Agreement is hereby deleted in its entirety and the following is substituted therefore:

 

“AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT dated as of October 17, 2008, between each registered investment company and their wholly owned subsidiaries or other entities identified on Appendix A, as may be amended from time to time (each registered investment company and their wholly owned subsidiaries or other entity made subject to this Agreement referred to as the "Fund", each of which is a Massachusetts business trust, a Maryland corporation or other entity), and Brown Brothers Harriman & Co. (the "Custodian"), a New York limited partnership.  Each Fund is entering into this Agreement on behalf of each of its series existing as of the date hereof.  The Custodian shall treat the assets of each series as a separate Fund hereunder, and any reference to "Fund" shall refer to a series of the Fund as the context shall require.  In the event the Fund establishes one or more additional seriesafter the date hereof, with respect to which the Fund desires to have the Custodian render services as Custodian hereunder, the Fund shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series shall become a Fund or Funds hereunder.”

 

| 2. | Section 4.2(a) is hereby deleted in its entirety and the following is substituted therefore: |
|----|----------------------------------------------------------------------------------------------|

 

“(a)  **Foreign Subcustodians****.**   The Custodian may, from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an “eligible foreign custodian**”** under Rule 17f-5 or which by order of the SEC is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a subcustodian for purposes of holding investments of the Fund outside the United States (a “Foreign Subcustodian”).  For the avoidance of doubt, the requirements of Rule 17f-5 shall apply with respect to each Foreign Subcustodian that holds cash and securities or other assets for each Fund, regardlessof whether such Fund is a registered investment company.”  

 

3.         The first paragraph of Section 9.10 of the Agreement is hereby deleted in its entirety, and the following is substituted therefore:

 

“**The Parties.******All references herein to the “Fund” are to each of the management investment companies and their wholly owned subsidiaries or other entities listed on Appendix A hereto, and each entity made subject to this Agreement, individually, as if this Agreement was between such individual Fund and the Custodian.  Each Fund is a Massachusetts business trust, a Maryland corporation or other entity.  Each Fund is entering into this Agreement on behalf of each of its series existing as of the date hereof, if applicable, and such series as may be 

 

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