AMENDMENT NO. 1 TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this "Amendment"), effective
as of December 1, 2015 (the "Amendment Effective Date") by and between Xxxxxx
Series Trust, a statutory trust formed under the laws of the State of Delaware
(the "Trust"), Xxxxxx Capital US LLC (the "Investment Adviser") and SEI
Investments Global Funds Services, a statutory trust formed under the laws of
the State of Delaware (the "Administrator").
WHEREAS, the parties entered into an Administration Agreement, dated as of
December 19, 2014 (the "Agreement"), pursuant to which, among other things,
Administrator agreed to provide certain administration services on behalf of the
Trust; and
WHEREAS, the parties hereto desire to amend the Agreement on the terms and
subject to the conditions provided herein.
NOW THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein, the parties hereto agree as follows:
1. DEFINED TERMS.Except as specifically set forth herein, defined terms used
herein shall have their respective meanings as set forth in the Agreement.
2. PREAMBLE OF AGREEMENT. The Preamble of the Agreement is hereby deleted in
its entirety and replaced as follows:
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made as of the 19th day
of December, 2014 (the "Effective Date"), by and between Xxxxxx Series
Trust, a statutory trust formed under the laws of the State of Delaware
(the "Trust"), Xxxxxx Capital US LLC (the "Investment Adviser") (in a
limited capacity solely in respect of obligations expressed to be
obligations of the Investment Adviser as set forth in Section 9.02.03 and
Schedule III (Schedule of Fees) of the Agreement, as applicable from time
to time) and SEI Investments Global Funds Services, a statutory trust
formed under the laws of the State of Delaware (the "Administrator").
3. INVESTMENT ADVISER (XXXXXX CAPITAL US LLC). By virtue of the Investment
Adviser signing this Amendment, the parties acknowledge and agree that the
Investment Adviser is a party to the Agreement in a limited capacity solely
in respect of obligations expressed to be obligations of the Investment
Adviser as set forth in Section 9.02.03 and Schedule III (Schedule of Fees)
of the Agreement, with effect from and after the original Effective Date of
the Agreement.
4. SCHEDULE I (PORTFOLIOS). Schedule I (Portfolios) is hereby deleted in its
entirety and restated as set forth in Attachment 1 to this Amendment.
5. SCHEDULE III (SCHEDULE OF FEES). Schedule III (Schedule of Fees) is hereby
amended to delete only the initial paragraph under the heading
"Administration and Accounting Fee" and to replace such paragraph in its
entirety as follows:
ADMINISTRATION AND ACCOUNTING FEE:
The following fees are due and payable monthly to Administrator pursuant to
Section 8 of the Agreement. From and after each Portfolio's Live Date such
Portfolio will be charged the greater of the Asset Based Fee or the Annual
Minimum Fee, in each case calculated in the manner set forth below.
6. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to
the benefit of the Administrator, the Trust, the Investment Adviser and
each of their respective permitted successors and assigns.
7. RATIFICATION OF THE AGREEMENT. Except as specifically provided for in this
Amendment, all other provisions of the Agreement shall remain in full force
and effect.
8. COUNTERPARTS. This Amendment shall become binding when any one or more
counterparts hereof individually or taken together, shall bear the original
or facsimile signature of each of the parties hereto. This Amendment may be
executed in any number of counterparts, each of which shall be an original
against any party whose signature appears thereon, but all of which shall
constitute but one and the same instrument.
9. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
any choice or conflict of law provision or rule that would cause the
application of the laws of any other jurisdiction.
IN WITNESS WHEREOF this Amendment has been entered into as of the day and year
first above written.
TRUST: ADMINISTRATOR:
XXXXXX SERIES TRUST SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxxx
------------------- ------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxxx
Title: President Title: SVP
INVESTMENT ADVISER:
XXXXXX CAPITAL US LLC
By: /s/ Xxxxxx Xxxxx
------------------
Name: Xxxxxx Xxxxx
Title: Director of Xxxxxx Capital Group Limited, sole member of Xxxxxx Capital
US LLC
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ATTACHMENT 1
SCHEDULE I
Portfolios
Xxxxxx Global Equity Portfolio
Xxxxxx European Equity Portfolio
Xxxxxx U.S. Equity Portfolio
Xxxxxx International Equity Portfolio
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