AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
EX-99.(h)(39)
EXECUTION
AMENDMENT
TO
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
This Amendment (“Amendment”) is made as of the day of July 12, 2019, by and between each of Xxxxxxx Xxxxx Trust, Xxxxxxx Sachs Variable Insurance Trust (each, the “Trust”), Xxxxxxx Xxxxx ETF Trust (“GSETF”), separately and not jointly, and THE BANK OF NEW YORK MELLON (“BNY Mellon”). GSETF and each Trust are referred to collectively herein as the “Trusts”.
BACKGROUND:
| A. | BNY Mellon and the Trusts 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 Trusts and each series listed on Exhibit A to the Agreement, as such Exhibit A may be amended from time to time (each a “Fund”). |
| B. | The parties desire to amend the Agreement as set forth herein. |
TERMS:
The parties hereby agree that:
| 1. | Schedule I to the Agreement is hereby amended as follows: |
| (a) | the references to “Form N-SAR” and “Form N-Q” in item number 1 are hereby deleted and replaced with “Form N-CEN” and “Form N-PORT”, respectively. |
| (b) | The following services are hereby added: |
| • | Prepare mutually agreed upon schedules for the quarterly CPO-PQR reporting within a mutually agreed upon timeframe following the quarter end;+ |
| • | Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund;+ |
| + | Applicable solely to the ‘40 Act Equity Funds so identified on Exhibit A to the Agreement.” |
| 2. | Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto. |
| 3. | 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, as to services described in this Amendment, 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. |
[The signature page follows.]
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 XXXXX TRUST | ||
| On behalf of each of its Funds identified on | ||
| Exhibit A attached hereto | ||
| By: | /s/ Levee Xxxxxx | |
| Name: Levee Xxxxxx | ||
| Title: Vice President | ||
| XXXXXXX SACHS VARIABLE INSURANCE TRUST | ||
| On behalf of each of its Funds identified on | ||
| Exhibit A attached hereto | ||
| By: | /s/ Levee Xxxxxx | |
| Name: Levee Xxxxxx | ||
| Title: Vice President | ||
| XXXXXXX XXXXX ETF TRUST | ||
| On behalf of each of its Funds identified on | ||
| Exhibit A attached hereto | ||
| 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 July 12, 2019)
Xxxxxxx Xxxxx Access Emerging Markets Local Currency Bond ETF*
Xxxxxxx Sachs Access Emerging Markets USD Bond ETF
Xxxxxxx Xxxxx Access High Yield Corporate Bond ETF
Xxxxxxx Sachs Access Investment Grade Corporate Bond ETF
Xxxxxxx Xxxxx Access Inflation Protected USD Bond ETF
Xxxxxxx Sachs Access Treasury 0-1 Year ETF
(formerly, Xxxxxxx Xxxxx TreasuryAccess 0-1 Year ETF)
Xxxxxxx Sachs ActiveBeta® Emerging Markets Equity ETF
Xxxxxxx Xxxxx ActiveBeta® Europe Equity ETF
Xxxxxxx Sachs ActiveBeta® International Equity ETF
Xxxxxxx Xxxxx ActiveBeta® Japan Equity ETF
Xxxxxxx Sachs ActiveBeta® U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx ActiveBeta® U.S. Small Cap Equity ETF
Xxxxxxx Sachs Equal Weight U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx Equity Long Short Hedge Tracker ETF
Xxxxxxx Sachs Eurozone Banks ETF**
Xxxxxxx Xxxxx Event Driven Hedge Tracker ETF
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 Motif Data-Driven World ETF
Xxxxxxx Sachs Motif Finance Reimagined ETF
Xxxxxxx Xxxxx Motif Human Evolution ETF
Xxxxxxx Sachs Motif Manufacturing Revolution ETF
Xxxxxxx Xxxxx Motif New Age Consumer ETF
Xxxxxxx Sachs Hedge Industry VIP ETF
Xxxxxxx Xxxxx Investor Money Market Fund
Xxxxxxx Sachs Investor Tax-Exempt Money Market Fund
Xxxxxxx Xxxxx JUST U.S. Large Cap Equity ETF
Xxxxxxx Sachs Macro Hedge Tracker ETF
Xxxxxxx Xxxxx Multi-Strategy Hedge Tracker ETF
Xxxxxxx Sachs Relative Value Hedge Tracker ETF
Xxxxxxx Xxxxx Ultra Short Bond ETF
Xxxxxxx Sachs Variable Insurance Trust - Xxxxxxx Xxxxx Government Money Market Fund
‘40 Act Equity Funds1
Xxxxxxx Sachs Global Infrastructure**
Xxxxxxx Xxxxx Large Cap Growth Insights**
Xxxxxxx Sachs U.S. Equity Insights**
Xxxxxxx Xxxxx Small Cap Growth Insights**
Xxxxxxx Sachs Small Cap Equity Insights**
Xxxxxxx Xxxxx Large Cap Value Insights**
Xxxxxxx Sachs Small Cap Value Insights**
Xxxxxxx Xxxxx Small Cap Growth Fund****
Xxxxxxx Sachs Small Cap Value***
Xxxxxxx Xxxxx Small/Mid Cap Growth***
Xxxxxxx Sachs Growth Opportunitie:,***
Xxxxxxx Xxxxx Mid Cap Value***
Xxxxxxx Sachs Capital Growth***
Xxxxxxx Xxxxx Large Cap Value***
Xxxxxxx Sachs Technology Opportunities***
Xxxxxxx Xxxxx Equity Income***
Xxxxxxx Sachs Strategic Growth***
Xxxxxxx Xxxxx Concentrated Growth***
Xxxxxxx Sachs Small/Mid Cap Value***
Xxxxxxx Xxxxx Flexible Cap***
Xxxxxxx Sachs Blue Chip***
Xxxxxxx Xxxxx Focused Value***
| * | The Fund has an effective registration statement but has not yet commenced operations. |
| ** | As of conversion on August 12, 2019. |
| *** | As of conversion on September 3, 2019. |
| **** | The Fund has not yet commenced operations. |
| 1 | BNY shall provide the services set forth in Schedules I and II to the Agreement with the following exceptions: item number 2 of Schedule I (i.e., “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)(l2) under the 1940 Act”) and section II of Schedule II to the Agreement. For clarity, Schedules III and IV to the Agreement do not apply. |
