AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Exhibit (h)(16)
AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
This Amendment (“Amendment”) is made as of March 17, 2022 (the “Effective Date”), by and between each of Xxxxxxx Xxxxx Trust, Xxxxxxx Xxxxx Variable Insurance Trust, Xxxxxxx Xxxxx ETF Trust, Xxxxxxx Xxxxx ETF Trust II, Xxxxxxx Xxxxx Real Estate Diversified Income Fund and Cayman Commodity-MFS, LLC, separately and not jointly (collectively, the “Funds”), and The Bank of New York Mellon (“BNY Mellon”).
BACKGROUND:
| A. | BNY Mellon and certain of the Funds are parties to that certain 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 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:
The parties hereby agree that:
1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
2. 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) 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) 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 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: Director | ||
| 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: Director | ||
| 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: Director | ||
| 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: Director | ||
| 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: Director | ||
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Relationship Manager | ||
EXHIBIT A
(Amended and Restated as of March 17, 2022)
CAYMAN COMMODITY-MFS, LLC1 3
XXXXXXX XXXXX TRUST
Xxxxxxx Xxxxx Capital Growth Fund1
Xxxxxxx Xxxxx China Equity Fund1 4
Xxxxxxx Xxxxx Concentrated Growth Fund1
Xxxxxxx Xxxxx Dynamic Municipal Income Fund1 3 +
Xxxxxxx Xxxxx Emerging Markets Equity Fund1 4
Xxxxxxx Xxxxx Emerging Markets Equity Insights Fund1 4
Xxxxxxx Xxxxx Enhanced Dividend Global Equity Portfolio1 2
Xxxxxxx Xxxxx Equity Income Fund1
Xxxxxxx Xxxxx ESG Emerging Markets Equity Fund1 4
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 3
Xxxxxxx Xxxxx Growth Opportunities Fund1
Xxxxxxx Xxxxx High Yield Municipal Fund1 3 +
Xxxxxxx Xxxxx International Equity ESG Fund1 4
Xxxxxxx Xxxxx International Equity Income Fund1 4
Xxxxxxx Xxxxx International Equity Insights Fund1 4
Xxxxxxx Xxxxx International Real Estate Securities Fund1 3 5
Xxxxxxx Xxxxx International Small Cap Insights Fund1 4
Xxxxxxx Xxxxx International Tax-Managed Equity Fund1 4
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 3
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 2
Xxxxxxx Xxxxx Small Cap Equity Insights Fund1
Xxxxxxx Xxxxx Small Cap Growth Fund1
Xxxxxxx Xxxxx Small Cap Growth Insights Fund1
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 2
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 4
XXXXXXX XXXXX VARIABLE INSURANCE TRUST
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Core Fixed Income Fund1 4 +
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Equity Index Fund1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Global Trends Allocation Fund1 2 6
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Government Money Market Fund
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Growth Opportunities Fund1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx High Quality Floating Rate Fund1 4 7 +
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx International Equity Insights Fund1 4
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Large Cap Value Fund1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Mid Cap Value Fund1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Multi-Strategy Alternatives Portfolio1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Small Cap Equity Insights Fund1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx Strategic Growth Fund1 2
Xxxxxxx Xxxxx Variable Insurance Trust—Xxxxxxx Xxxxx U.S. Equity Insights Fund1 2
XXXXXXX XXXXX ETF TRUST
Xxxxxxx Xxxxx Access Emerging Markets Local Currency Bond ETF*
Xxxxxxx Xxxxx Access Emerging Markets USD Bond ETF
Xxxxxxx Xxxxx Access High Yield Corporate Bond ETF+
Xxxxxxx Xxxxx Access Inflation Protected USD Bond ETF
Xxxxxxx Xxxxx Access Investment Grade Corporate Bond ETF+
Xxxxxxx Xxxxx Access Treasury 0-1 Year ETF
Xxxxxxx Xxxxx Access China Bond ETF*
Xxxxxxx Xxxxx Access Investment Grade Corporate 1-5 Year Bond ETF+
Xxxxxxx Xxxxx Access Investment Grade Corporate 10+ Year Bond ETF*
Xxxxxxx Xxxxx Access Total Bond Market ETF*
Xxxxxxx Xxxxx Access U.S. Aggregate Bond ETF+
Xxxxxxx Xxxxx Access U.S. Treasury Bond ETF*
Xxxxxxx Xxxxx Access Ultra Short Bond ETF+
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
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 ETF TRUST II
Xxxxxxx Xxxxx MarketBeta U.S. 1000 Equity ETF*
XXXXXXX XXXXX REAL ESTATE DIVERSIFIED INCOME FUND1
DIF Investments LLC, a wholly-owned subsidiary1
DIF Investments II LLC, a wholly-owned subsidiary1
DIF Investments III LLC, a wholly-owned subsidiary1
| * | 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 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 1940 Act) |
| • | 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.
| 2 | As of conversion expected to occur October 4, 2021. |
| 3 | As of conversion expected to occur November 1, 2021. |
| 4 | As of conversion expected to occur December 6, 2021. |
| 5 | Fund to merge into Xxxxxxx Xxxxx Global Real Estate Securities Fund on or about April 15, 2022. |
| 6 | Fund has been renamed Xxxxxxx Xxxxx Variable Insurance Trust – Xxxxxxx Xxxxx Trend Driven Allocation Fund. |
| 7 | Fund to be liquidated on or about April 27, 2022. |
| + | The service set forth in section (o) of Schedule IV will apply. |
