JOINDER AND AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

Exhibit (k)(3)

JOINDER AND AMENDMENT

TO

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

This Amendment (“Amendment”) is made as of the 26th day of December, 2019, by and between each of Xxxxxxx Xxxxx Trust, Xxxxxxx Sachs Variable Insurance Trust and Xxxxxxx Xxxxx ETF Trust (“Existing Funds”), Xxxxxxx Sachs Credit Income Fund (“GSCIF”), and Xxxxxxx Xxxxx Real Estate Diversified Income Fund (“GSREDIF”), separately and not jointly, and THE BANK OF NEW YORK MELLON (“BNY Mellon”). The Existing Funds, GSCIF and GSREDIF are referred to collectively herein as the “Funds”.

BACKGROUND:

A. BNY Mellon and the Existing Funds are parties to a Fund Administration and Accounting Agreement dated as of April 5, 2011, as amended to date (the “Agreement”), relating to BNY Mellon’s provision of services to the Existing Funds and each Series listed on Exhibit A to the Agreement, as such Exhibit A may be amended from time to time.

B. The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1. Xxxxxxx Xxxxx Credit Income Fund and Xxxxxxx Sachs Real Estate Diversified Income Fund, separately and not jointly, are each hereby joined as a party to the Agreement. By executing this Agreement, each of GSCIF and GSREDIF agrees to become a party to, and be bound by, and to comply with the terms of the Agreement in the same manner as if each were an original signatory to the Agreement including, without limitation, the representations and warranties set forth in the Agreement. All references in the Agreement to a “Trust” or “Fund”, as applicable and as context requires, shall be deemed to apply to GSCIF and GSREDIF. For the avoidance of doubt, each investment company listed on Exhibit A shall be considered to have a separate agreement with BNY Mellon and hereby appoints BNY Mellon to provide services in accordance with the terms set forth in the Agreement. BNY Mellon accepts such appointment and agrees to furnish such services. BNY Mellon shall be bound by all terms and conditions and provisions of the Agreement including, without limitation, the representations and warranties set forth in the Agreement.

2. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

3. Section 14 is hereby amended and restated as follows:

The names Xxxxxxx Xxxxx Trust, Xxxxxxx Sachs Variable Insurance Trust, Xxxxxxx Xxxxx ETF Trust, Xxxxxxx Sachs Credit Income Fund and Xxxxxxx Xxxxx Real Estate Diversified Income Fund are the designations of the Board of Trustees for the time being under their respective Declarations of Trust and all persons dealing with a Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents, nor shareholders of any Fund assumes any personal liability for obligations entered into on behalf of a Fund.

4. Miscellaneous.

(a) Capitalized terms not defined in this Amendment shall remain in full force and effect. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control.

(b) As hereby amended and supplemented, the Agreement shall remain in full force and effect.

(c) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(d) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(e) This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

XXXXXXX SACHS TRUST
On behalf of each of its Series identified on Exhibit A attached hereto
By:		/s/ Levee Xxxxxx
Name:		Levee Xxxxxx
Title:		Vice President
XXXXXXX XXXXX VARIABLE INSURANCE TRUST
On behalf of each of its Series identified on Exhibit A attached hereto
By:		/s/ Levee Xxxxxx
Name:		Levee Xxxxxx
Title:		Vice President
XXXXXXX SACHS ETF TRUST
On behalf of each of its Series identified on Exhibit A attached hereto
By:		/s/ Levee Xxxxxx
Name:		Levee Xxxxxx
Title:		Vice President
XXXXXXX XXXXX CREDIT INCOME FUND
By:		/s/ Levee Xxxxxx
Name:		Levee Xxxxxx
Title:		Vice President
XXXXXXX SACHS REAL ESTATE DIVERSIFIED INCOME FUND
By:		/s/ Levee Xxxxxx
Name:		Levee Xxxxxx
Title:		Vice President

THE BANK OF NEW YORK MELLON
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director

EXHIBIT A

(Amended and Restated as of December 26, 2019)

XXXXXXX XXXXX TRUST

Xxxxxxx Sachs Blue Chip¹

Xxxxxxx Xxxxx Capital Growth¹

Xxxxxxx Sachs Concentrated Growth¹

Xxxxxxx Xxxxx Equity Income¹

Xxxxxxx Sachs Financial Square Federal Instruments Fund

Xxxxxxx Xxxxx Financial Square Government Fund

Xxxxxxx Sachs Financial Square Money Market Fund

Xxxxxxx Xxxxx Financial Square Prime Obligations Fund

Xxxxxxx Sachs Financial Square Treasury Instruments Fund

Xxxxxxx Xxxxx Financial Square Treasury Obligations Fund

Xxxxxxx Sachs Financial Square Treasury Solutions Fund

Xxxxxxx Xxxxx Flexible Cap¹

Xxxxxxx Sachs Focused Value¹

Xxxxxxx Xxxxx Global Infrastructure¹

Xxxxxxx Sachs Growth Opportunities¹

Xxxxxxx Xxxxx Investor Money Market Fund

Xxxxxxx Sachs Investor Tax-Exempt Money Market Fund

Xxxxxxx Xxxxx Large Cap Growth Insights¹

Xxxxxxx Sachs Large Cap Value¹

Xxxxxxx Xxxxx Large Cap Value Insights¹

Xxxxxxx Sachs Mid Cap Value¹

Xxxxxxx Xxxxx Small Cap Equity Insights¹

Xxxxxxx Sachs Small Cap Growth Fund*¹

Xxxxxxx Xxxxx Small Cap Growth Insights¹

Xxxxxxx Sachs Small Cap Value¹

Xxxxxxx Xxxxx Small Cap Value Insights¹

Xxxxxxx Sachs Small/Mid Cap Growth¹

Xxxxxxx Xxxxx Small/Mid Cap Value¹

Xxxxxxx Sachs Strategic Growth¹

Xxxxxxx Xxxxx Technology Opportunities¹

Xxxxxxx Sachs U.S. Equity Insights¹

XXXXXXX XXXXX VARIABLE INSURANCE TRUST

Xxxxxxx Sachs Government Money Market Fund

XXXXXXX XXXXX ETF TRUST

Xxxxxxx Sachs Access Emerging Markets Local Currency Bond ETF*

Xxxxxxx Xxxxx Access Emerging Markets USD Bond ETF*

Xxxxxxx Sachs Access High Yield Corporate Bond ETF

Xxxxxxx Xxxxx Access Inflation Protected USD Bond ETF

Xxxxxxx Sachs Access Investment Grade Corporate Bond ETF

Xxxxxxx Xxxxx Access Treasury 0-1 Year ETF

Xxxxxxx Sachs Access China Bond ETF*

Xxxxxxx Xxxxx Access Investment Grade Corporate 1-5 Year Bond ETF*

Xxxxxxx Sachs Access Investment Grade Corporate 10+ Year Bond ETF*

Xxxxxxx Xxxxx Access Total Bond Market ETF*

Xxxxxxx Sachs Access U.S. Aggregate Bond ETF*

Xxxxxxx Xxxxx Access U.S. Treasury Bond ETF*

Xxxxxxx Sachs Access Ultra Short Bond ETF

Xxxxxxx Xxxxx ActiveBeta^® Emerging Markets Equity ETF

Xxxxxxx Sachs ActiveBeta^® Europe Equity ETF

Xxxxxxx Xxxxx ActiveBeta^® International Equity ETF

Xxxxxxx Sachs ActiveBeta^® Japan Equity ETF

Xxxxxxx Xxxxx ActiveBeta^® U.S. Large Cap Equity ETF

Xxxxxxx Sachs ActiveBeta^® U.S. Small Cap Equity ETF

Xxxxxxx Xxxxx Emerging Markets Equity ETF*

Xxxxxxx Sachs Equal Weight U.S. Large Cap Equity ETF

Xxxxxxx Xxxxx Eurozone Banks ETF*

Xxxxxxx Sachs Hedge Industry VIP ETF

Xxxxxxx Xxxxx International Equity ETF*

Xxxxxxx Sachs International Small Cap Equity ETF*

Xxxxxxx Xxxxx JUST U.S. Large Cap Equity ETF

Xxxxxxx Sachs Motif Data-Driven World ETF

Xxxxxxx Xxxxx Motif Finance Reimagined ETF

Xxxxxxx Sachs Motif Human Evolution ETF

Xxxxxxx Xxxxx Motif Manufacturing Revolution ETF

Xxxxxxx Sachs Motif New Age Consumer ETF

Xxxxxxx Xxxxx U.S. Equity ETF*

XXXXXXX SACHS CREDIT INCOME FUND*¹

XXXXXXX XXXXX REAL ESTATE DIVERSIFIED INCOME FUND*¹

* The Fund has not yet commenced operations. Xxxxxxx Sachs Asset Management will provide notice to BNY Mellon to commence services upon the Fund’s launch.

¹  BNY Mellon shall provide the services set forth in Schedules I and II to the Agreement except that BNY Mellon shall not provide, and the Funds shall not receive, the following services:

• Schedule I – item number 2 (Provide monthly and weekly, or as mutually agreed by the parties, portfolio holdings information and other information required to be posted on the Fund’s website pursuant to Rule 2a-7(c)(12) under the 0000 Xxx)

• Schedule II –

• Section I, item 5 (Daily Yields) and item 6 (Prepare Money Market Fee Waiver Spreadsheet as requested by Fund Controllers);

• Section II; and

• Section III, item 11 (Monthly Money Market Fee Waiver Spreadsheet in agreed-upon format as requested by Fund Controllers).

For clarity, Schedules III and IV to the Agreement do not apply.