FORM OF AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit h(ii)
FORM OF AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment Agreement, made as of , is made by and between Xxxxxxx Xxxxxxx Funds, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust, and the Bank of New York Mellon, a New York banking organization (“BNY”).
WITNESSETH:
The Emerging Markets Fund, The International Equity Fund, The EAFE Fund and BNY (the “Original Parties”) entered into a Fund Administration and Accounting Agreement dated as of September 29, 2000 (the “Administration Agreement”).
Pursuant to Section 10 of the Administration Agreement, the Original Parties wish to amend the terms of the Administration Agreement, to, among other things, reference the current series of the Trust.
By executing this Amendment Agreement, the Trust, on behalf of each of its current series, intends to be bound by the terms of the Administration Agreement as herein amended, as if it were a party to the Administration Agreement.
NOW, THEREFORE, the Original Parties wish to amend the Administration Agreement as follows:
1. Defined Term
References to the term “Bank” throughout the Administration Agreement are deleted in their entirety and replaced with the term “BNY”.
2. Delivery of Documents
2.1. The reference to the term “Private Placement Memorandum” in Section 3(a)(vi) is deleted in its entirety and replaced with the term “Prospectus.”
2.2. Section 3(b) is deleted in entirety.
2.3. Section 3(c) is renumbered as Section 3(b).
3. Amendment of Agreement
Section 10 is deleted in its entirety and replaced with the following Section 10:
10. Amendment
This Agreement may be amended or modified as follows:
10(a) Subject to Section 10(b), this Agreement may not be amended, restated, transferred, novated or assigned except by a written agreement executed by BNY and by an authorized signatory of the Trust.
10(b) Any officer of the Trust may amend Exhibit B by delivering a written instruction of the amendment/s to BNY.
4. Notices
Section 15 is deleted in its entirety and replaced with the following Section 15:
15. Notices
All written notices, requests, consents and other communications pursuant to this Agreement shall be sent to the below addresses, or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.
If to a Fund, at:
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Attention: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer, Xxxxxxx Xxxxxxx Funds |
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If by post: |
Xxxxxx Xxxxxx, 0 Xxxxxxxxx Xxx, Xxxxxxxxx XX0 0XX |
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If by email: |
xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx |
If to BNY, at
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Attention: |
Xxxxxx Gobourn |
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Title: |
Relationship Executive |
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If by Post: |
XXX Xxxxxx, Xxxxxxx Xxxxx, 0 Xxxxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX |
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If by Email: |
xxxxxx.xxxxxxx@xxxxxxxxx.xxx |
Only those notices delivered in accordance with Section 3, Section 4(e), Section 4(g) and Section 9 may be delivered by email. All notices hereunder shall be effective upon receipt.
5. Exhibits
5.1. Exhibit A is deleted in its entirety and replaced with the following Exhibit A:
Exhibit A
The International Equity Fund
The International Choice Fund
The EAFE Fund
The EAFE Choice Fund
The EAFE Pure Fund
The Emerging Markets Fund
The Global Alpha Equity Fund
The North American Equity Fund
The Emerging Markets Bond Fund
The Long Term Global Growth Equity Fund
5.2. Exhibit B is deleted in its entirety and replaced with the following Exhibit B:
Exhibit B
I, Xxxxx Xxxxxx, of Xxxxxxx Xxxxxxx Funds, a Massachusetts business trust (the “Trust”) do hereby certify that:
(1) the following individuals serve in the following positions with the Trust, and each has been duly elected or appointed by the Board of Trustees of the Trust to each such position and qualified therefor in conformity with the Trust’s Agreement and Declaration of Trust and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is authorized to give written or oral instructions or written or oral specifications on behalf of the Trust to BNY:
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Position within Xxxxxxx Xxxxxxx Funds |
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Signature |
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Xxxxx Xxxxxx |
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Chairman of the Board and President |
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Xxxxx Xxxx |
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Vice President |
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Xxxxxxx Xxxxxxxx-Xxxx |
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Vice President |
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Xxxxxx Xxxxxx |
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Vice President |
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Xxx Xxxxxxxx |
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Vice President |
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Name |
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Position within Xxxxxxx Xxxxxxx Funds |
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Signature |
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Xxxxx Xxxxxx |
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Vice President |
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Xxxxx Xxxxxxxx |
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Treasurer |
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Xxxxx Xxxxxxxxx |
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Secretary |
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Xxxxxx Xxxxxxxx |
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Chief Compliance Officer |
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Xxxx Xxxxxxx |
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Chief Risk Officer |
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(2) each of the following individuals serve in the following positions with the Trust’s manager, Xxxxxxx Xxxxxxx Overseas Limited, and is authorized to give written or oral administrative instructions on behalf of the Trust to BNY:
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Name |
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Position within Xxxxxxx Xxxxxxx Overseas |
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Signature |
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Xxxxx Xxxxxxxx |
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Assistant Manager |
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Xxxxxx Xxxx-Cow |
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Team Leader |
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Xxxxx Xxxxxx |
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Team Leader |
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Xxxxxxxx Xxxxx |
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Investment Accountant |
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Xxxxx Xxxxx |
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Investment Accountant |
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Xxxxxx Xxxxxx |
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Investment Accountant |
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Xxxx Xxx |
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Investment Accountant |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized:
XXXXXXX XXXXXXX FUNDS
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By: |
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Name: |
Xxxxx Xxxxxx |
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Authority: |
President, Xxxxxxx Xxxxxxx Funds, on behalf of each of The International Equity Fund, The International Choice Fund, The EAFE Fund, The EAFE Choice Fund, The EAFE Pure Fund, The Emerging Markets Fund, The Global Alpha Equity Fund, The North American Equity Fund, The Emerging Markets Bond Fund and The Long Term Global Growth Equity Fund. | |
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THE BANK OF NEW YORK MELLON | ||
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By: |
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Name: |
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Authority: |
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