AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
EX-99(h)(7)
AMENDMENT TO
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
This Amendment (“Amendment”) dated as of October 12, 2023 (the “Effective Date”) is made by and among each of Cayman Commodity-MFS, LLC Xxxxxxx Xxxxx Trust, Xxxxxxx Xxxxx Variable Insurance Trust, Xxxxxxx Xxxxx ETF Trust, Xxxxxxx Xxxxx ETF Trust II and Xxxxxxx Xxxxx Real Estate Diversified Income Fund, separately and not jointly (collectively, the “Funds”), and The Bank of New York Mellon (“BNY Mellon”).
BACKGROUND:
A. BNY Mellon and the Funds are parties to that certain Fund Administration and Accounting Agreement dated as of April 5, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) relating to BNY Mellon’s provision of services to the Funds and each Series or subsidiary of a Series or a Fund, as applicable, 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:
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, and intending to be legally bound, the parties agree as follows:
1. The Agreement is hereby amended as of the Effective Date by adding the following to Schedule I (Administrative Services):
Calculation and Invoicing of Variable Expenses (“Expense Calc Services”):
| • | BNYM will independently calculate the monthly fees for Xxxxxxx Xxxxx as it relates to their management fees, expense reimbursements, transfer agent fees and distribution service fees (as applicable). |
| • | BNYM will prepare invoice and provide calculation report and invoice to Xxxxxxx Xxxxx for review and approval. |
2. The Agreement is hereby amended as of the Effective Date by adding the following to Schedule IV (ETF Services):
Calculation and Invoicing of Variable Expenses (“Expense Calc Services”):
| • | BNYM will independently calculate the monthly fees for Xxxxxxx Xxxxx as it relates to their management fees, expense reimbursements, transfer agent fees and distribution service fees (as applicable). |
| • | BNYM will prepare invoice and provide calculation report and invoice to Xxxxxxx Xxxxx for review and approval. |
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3. Miscellaneous
(a) Capitalized terms not defined in this Amendment have their respective meanings as defined in the Agreement.
(b) As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control with respect to the subject matter of this Amendment. From and after the Effective Date, any reference to the Agreement shall be a reference to the Agreement as amended hereby.
(c) The Agreement, as amended hereby, together with its Exhibits and Schedules, 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) The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.
(e) The Agreement, as amended hereby, together with its Exhibits and Schedules, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.
(f) This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.
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[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the Effective Date. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
| CAYMAN COMMODITY-MFS, LLC | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Director | ||
| XXXXXXX XXXXX TRUST | ||
| On behalf of each of its Series and their wholly owned subsidiaries identified on Exhibit A attached hereto | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| XXXXXXX XXXXX VARIABLE | ||
| INSURANCE TRUST | ||
| On behalf of each of its Series identified on | ||
| Exhibit A attached hereto | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| XXXXXXX XXXXX ETF TRUST | ||
| On behalf of each of its Series identified on | ||
| Exhibit A attached hereto | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
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| XXXXXXX XXXXX ETF TRUST II | ||
| On behalf of each of its Series identified on | ||
| Exhibit A attached hereto | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| XXXXXXX XXXXX REAL ESTATE | ||
| DIVERSIFIED INCOME FUND | ||
| On behalf of itself and each of DIF Investments | ||
| LLC, DIF Investments II LLC and DIF | ||
| Investments III LLC | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Senior Director | ||
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EXHIBIT A
(Amended and Restated as of October 12, 2023)
CAYMAN COMMODITY-MFS, LLC1
XXXXXXX XXXXX TRUST
Xxxxxxx Xxxxx Large Cap Core Fund1
Xxxxxxx Xxxxx China Equity Fund1
Xxxxxxx Xxxxx Concentrated Growth Fund1
Xxxxxxx Xxxxx Dynamic Municipal Income Fund1 3
Xxxxxxx Xxxxx Emerging Markets Equity Ex. China Fund1
Xxxxxxx Xxxxx Emerging Markets Equity Fund1
Xxxxxxx Xxxxx Emerging Markets Equity Insights Fund1
Xxxxxxx Xxxxx Enhanced Dividend Global Equity Portfolio1
Xxxxxxx Xxxxx Equity Income Fund1
Xxxxxxx Xxxxx ESG Emerging Markets Equity Fund1
Xxxxxxx Xxxxx Financial Square Federal Instruments Fund
Xxxxxxx Xxxxx Financial Square Government Fund
Xxxxxxx Xxxxx Financial Square Money Market Fund
Xxxxxxx Xxxxx Financial Square Prime Obligations Fund
Xxxxxxx Xxxxx Financial Square Treasury Instruments Fund
Xxxxxxx Xxxxx Financial Square Treasury Obligations Fund
Xxxxxxx Xxxxx Financial Square Treasury Solutions Fund
Xxxxxxx Xxxxx Flexible Cap Fund1 Xxxxxxx Xxxxx Focused Value Fund1
Xxxxxxx Xxxxx Global Infrastructure Fund1
Xxxxxxx Xxxxx Global Real Estate Securities Fund1
Xxxxxxx Xxxxx Mid Cap Growth Fund1
Xxxxxxx Xxxxx High Yield Municipal Fund1 3
Xxxxxxx Xxxxx International Equity ESG Fund1
Xxxxxxx Xxxxx International Equity Income Fund1
Xxxxxxx Xxxxx International Equity Insights Fund1
Xxxxxxx Xxxxx International Small Cap Insights Fund1
Xxxxxxx Xxxxx International Tax-Managed Equity Fund1
Xxxxxxx Xxxxx Investor Money Market Fund
Xxxxxxx Xxxxx Investor Tax-Exempt Money Market Fund
Xxxxxxx Xxxxx Large Cap Growth Insights Fund1
Xxxxxxx Xxxxx Large Cap Value Fund1
Xxxxxxx Xxxxx Large Cap Value Insights Fund1
Xxxxxxx Xxxxx Managed Futures Strategy Fund1
Xxxxxxx Xxxxx Mid Cap Value Fund1
Xxxxxxx Xxxxx Municipal Income Completion Fund1 3
Xxxxxxx Xxxxx Short Duration Tax-Free Fund1 3
Xxxxxxx Xxxxx Real Estate Securities Fund1
Xxxxxxx Xxxxx Small Cap Equity Insights Fund1
Xxxxxxx Xxxxx Small Cap Growth Fund1
Xxxxxxx Xxxxx Small Cap Growth Insights Fund1
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Xxxxxxx Xxxxx Small Cap Value Fund1
Xxxxxxx Xxxxx Small Cap Value Insights Fund1
Xxxxxxx Xxxxx Small/Mid Cap Growth Fund1
Xxxxxxx Xxxxx Small/Mid Cap Value Fund1
Xxxxxxx Xxxxx Strategic Growth Fund1
Xxxxxxx Xxxxx Tax-Advantaged Global Equity Portfolio1
Xxxxxxx Xxxxx Technology Opportunities Fund1
Xxxxxxx Xxxxx U.S. Equity ESG Fund1
Xxxxxxx Xxxxx U.S. Equity Insights Fund1
Xxxxxxx Xxxxx U.S. Tax-Managed Equity Fund1
XXXXXXX XXXXX VARIABLE INSURANCE TRUST
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Core Fixed Income Fund1 3
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Trend Driven Allocation Fund 1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Government Money Market Fund
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Mid Cap Growth Fund1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx International Equity Insights Fund1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Large Cap Value Fund1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Mid Cap Value Fund1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Multi-Strategy Alternatives Portfolio1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Small Cap Equity Insights Fund1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx Strategic Growth Fund1
Xxxxxxx Xxxxx Variable Insurance Trust - Xxxxxxx Xxxxx U.S. Equity Insights Fund1
XXXXXXX XXXXX ETF TRUST
Xxxxxxx Xxxxx Access Emerging Markets Local Currency Bond ETF*
Xxxxxxx Xxxxx Access Emerging Markets USD Bond ETF3
Xxxxxxx Xxxxx Access High Yield Corporate Bond ETF3
Xxxxxxx Xxxxx Access Inflation Protected USD Bond ETF
Xxxxxxx Xxxxx Access Investment Grade Corporate Bond ETF3
Xxxxxxx Xxxxx Access Treasury 0-1 Year ETF Xxxxxxx Xxxxx Access China Bond ETF*
Xxxxxxx Xxxxx Access Investment Grade Corporate 1-5 Year Bond ETF3
Xxxxxxx Xxxxx Access Investment Grade Corporate 10+ Year Bond ETF*
Xxxxxxx Xxxxx Access Total Bond Market ETF*
Xxxxxxx Xxxxx Access U.S. Aggregate Bond ETF3
Xxxxxxx Xxxxx Access U.S. Treasury Bond ETF*
Xxxxxxx Xxxxx Access Ultra Short Bond ETF3
Xxxxxxx Xxxxx ActiveBeta® Emerging Markets Equity ETF
Xxxxxxx Xxxxx ActiveBeta® Europe Equity ETF
Xxxxxxx Xxxxx ActiveBeta® International Equity ETF
Xxxxxxx Xxxxx ActiveBeta® Japan Equity ETF
Xxxxxxx Xxxxx ActiveBeta® Paris-Aligned Climate U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx ActiveBeta® U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx ActiveBeta® U.S. Low Vol Plus Equity ETF*
Xxxxxxx Xxxxx ActiveBeta® U.S. Small Cap Equity ETF
Xxxxxxx Xxxxx Bloomberg Clean Energy Equity ETF
Xxxxxxx Xxxxx Equal Weight U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx Future Consumer Equity ETF
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Xxxxxxx Xxxxx Future Health Care Equity ETF
Xxxxxxx Xxxxx Future Planet Equity ETF
Xxxxxxx Xxxxx Future Real Estate and Infrastructure Equity ETF
Xxxxxxx Xxxxx Future Tech Leaders Equity ETF
Xxxxxxx Xxxxx Hedge Industry VIP ETF
Xxxxxxx Xxxxx Innovate Equity ETF
Xxxxxxx Xxxxx JUST U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx MarketBeta® Emerging Markets Equity ETF
Xxxxxxx Xxxxx MarketBeta® International Equity ETF
Xxxxxxx Xxxxx MarketBeta® International Small Cap Equity ETF*
Xxxxxxx Xxxxx MarketBeta® U.S. Equity ETF
Xxxxxxx Xxxxx ActiveBeta® World Low Vol Plus Equity ETF
Xxxxxxx Xxxxx Xxxxx-Aligned Climate High Yield Corporate Bond ETF3*
Xxxxxxx Xxxxx Community Municipal Bond ETF3
Xxxxxxx Xxxxx ActiveBeta® Paris-Aligned Climate Emerging Markets Equity ETF*
Xxxxxxx Xxxxx ActiveBeta® Paris Aligned Climate International Equity ETF*
Xxxxxxx Xxxxx MarketBeta® U.S. Small Cap Equity ETF*
Xxxxxxx Xxxxx ActiveBeta® Emerging Markets Low Vol Plus Equity ETF*
Xxxxxxx Xxxxx Access Treasury 0-6 Month ETF*
Xxxxxxx Xxxxx Defensive Equity ETF
Xxxxxxx Xxxxx North American Pipelines & Power Equity ETF Xxxxxxx Xxxxx Nasdaq-100 Core Premium Income ETF*
Xxxxxxx Xxxxx S&P 500 Core Premium Income ETF*
Xxxxxxx Xxxxx Small Cap Core Equity ETF
XXXXXXX XXXXX ETF TRUST II
Xxxxxxx Xxxxx MarketBeta® U.S. 1000 Equity ETF
Xxxxxxx Xxxxx MarketBeta® Total International Equity ETF
XXXXXXX XXXXX REAL ESTATE DIVERSIFIED INCOME FUND1
DIF Investments LLC, a wholly-owned subsidiary1 4
DIF Investments II LLC, a wholly-owned subsidiary1 4
DIF Investments III LLC, a wholly-owned subsidiary1 4
GS REIT OPERATING PARTNERSHIP L.P.2 4
GS REIT FI TRS LTD.2 4
| * | The Fund has not yet commenced operations. Xxxxxxx Xxxxx 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 Fund 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 1940 Act) |
| • | Schedule II – |
| • | Section I, item 5 (Daily Yields) and item 6 (Prepare Money Market Fee Waiver Spreadsheet as requested by Fund Controllers); |
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| • | 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.
| 2 | 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 Fund shall not receive, the following services: |
| • | Expense Budgeting services as set forth in the amendment to the Agreement dated January 6, 2016 |
| • | Calculation and invoicing of variable expenses |
| • | Calculation of net asset value per share |
| • | Schedule I – |
| • | Item 1 (Subject to approval by the Fund Controllers team and legal counsel, coordinate the preparation, filing, printing and dissemination of periodic reports and other information to the SEC and the Fund’s shareholders, including annual and semi-annual reports to shareholders, Form N-CEN, Form N-CSR, Form N-PORT, and notices pursuant to Rule 24(f)-2); |
| • | Item 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 1940 Act); |
| • | Item 3 (Prepare statistical reports for outside information services as mutually agreed by the parties); |
| • | Item 4 (Prepare reports to rating agencies, including Standard & Poors, Xxxxx’x and Fitch); |
| • | Item 5 (Attend shareholder and Board meetings as requested from time to time); and |
| • | Item 7 (Provide wash sale reporting on a periodic basis) |
| • | Schedule II – |
| • | Section I, item 3 (Statement of net asset value per share), item 5 (Daily yields), and item 6 (Prepare Money Market Fee Waiver Spreadsheet as requested by Fund Controllers) |
| • | Section II |
| • | Section III, item 4 (Subscriptions Journal), item 5 (Redemptions Journal), item 8 (Open Subscriptions/Redemption Reports), item 10 (Broker Net Trades Reports), and item 11 (Monthly Money Market Fee Waiver Spreadsheet in agreed upon format as requested by Fund Controllers) |
| • | Section V, item 5 (Capital stock sold) and item 6 (Capital stock redeemed) |
For clarity, (1) Schedules III and IV to the Agreement do not apply and (2) services specifically related to investment companies registered under the 1940 Act do not apply.
| 3 | The service set forth in section (o) of Schedule IV will apply. |
| 4 | Will not receive Expense Calc Services. |
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