HENNESSY FUNDS TRUST FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Exhibit (h) (3)
XXXXXXXX FUNDS TRUST
FIFTH AMENDMENT TO THE
THIS FIFTH AMENDMENT, dated as of
the last date on the signature block herein (this “Amendment”), to the Fund Administration Servicing Agreement, dated as of July 1, 2005, as amended
November 6, 2006, February 5, 2009, February 28, 2014, and June 4, 2014 (the “Agreement”), is entered into by and between XXXXXXXX FUNDS TRUST, a Delaware statutory trust (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”).
RECITALS
WHEREAS, the Company and USBGFS
are parties to the Agreement and desire to amend the Agreement; and
WHEREAS, Section 10 of the
Agreement allows for its amendment by a written instrument executed by both the Company and USBGFS.
AGREEMENT
NOW, THEREFORE, the Company and
USBGFS agree as follows:
1.
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The existing Exhibit A of the Agreement is superseded and replaced with Amended Exhibit A attached to this Amendment.
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2.
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Effective October 1, 2018, the existing Exhibit B of the Agreement is superseded and replaced with Amended Exhibit B attached to this
Amendment.
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3.
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The following Section 3 C. will be added to the Agreement:
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C. |
USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the preparation
and filing of the monthly Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement.
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The Company agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the
N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 promulgated under the Investment Company Act of 1940 (which
prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Company’s internal use)), (d) permit audits of its use of the N-PORT Data
by Bloomberg, its affiliates or, at the Company’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the
Company), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or
responsibility of any kind relating to the Company’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties; for the avoidance of doubt, the Company is not exculpating Bloomberg, its affiliates or their respective
suppliers from any liability or responsibility of any kind relating to USBGFS’s receipt or use of the N-PORT Data). The Company further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing
provisions (a) – (e).
Except to the extent amended by this Amendment, the Agreement remains in full force and effect.
* * * * *
IN WITNESS WHEREOF, the Company
and USBGFS have each caused this Amendment to be executed by a duly authorized officer as of the date indicated below such officer’s signature.
XXXXXXXX FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
Date: October 26, 2018
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U.S. BANCORP FUND SERVICES, LLC,
d/b/a U.S. BANK GLOBAL FUND SERVICES
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Senior VP
Date: 10/24/18
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Exhibit A
Amended Exhibit A
to the
Fund Names
Separate Series of Xxxxxxxx Funds Trust
Name of Series
Xxxxxxxx Cornerstone Growth Fund
Xxxxxxxx Focus Fund
Xxxxxxxx Cornerstone Mid Cap 30 Fund
Xxxxxxxx Cornerstone Large Growth Fund
Xxxxxxxx Cornerstone Value Fund
Xxxxxxxx Total Return Fund
Xxxxxxxx Equity and Income Fund
Xxxxxxxx Balanced Fund
Xxxxxxxx XX Energy Fund
Xxxxxxxx XX Midstream Fund
Xxxxxxxx Gas Utility Fund
Xxxxxxxx Japan Fund
Xxxxxxxx Japan Small Cap Fund
Xxxxxxxx Large Cap Financial Fund
Xxxxxxxx Small Cap Financial Fund
Xxxxxxxx Technology Fund
Exhibit A-1
Amended Exhibit B to the Fund Administration Servicing Agreement
Amended Exhibit B to the Fund Accounting Servicing Agreement
Amended Exhibit C to the Transfer Agent Servicing Agreement
Amended Exhibit D to the Custody Agreement
Combined Fund Administration, Fund Accounting, Transfer Agent, and
Custody Services Fee Schedule effective July 1, 20181
Annual fee schedule based upon the aggregate net assets of the Funds:
12 basis points on all net assets up to $2 billion
10 basis points on the next $2 billion of net assets
6 basis points on the next $2 billion of net assets
5 basis points on the next $1 billion of net assets
4 basis points on the next $3 billion of net assets
3 basis points on net assets greater than $10 billion
Minimum annual fee across all Funds: $37,500 per Fund multiplied by the number of Funds
SEC Modernization Fees:
$12,000 per year, per Fund, commencing on the date each such Fund is required to first comply with the Form N‑PORT requirements.
$250 per year, per Fund, commencing on the date each such Fund is required to first comply with the Form N-CEN requirements.
Extraordinary services – quoted separately
Fees are billed monthly
Annual fee includes all Fund expenses, excluding extraordinary expenses, related to the agreements indicated above.
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This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust pursuant to the Fund Administration Servicing Agreement, the
Fund Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust pursuant to the Custody Agreement.
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Exhibit B-1