JOINDER AND AMENDMENT TO CUSTODY AGREEMENT
Exhibit (j)(2)
JOINDER AND AMENDMENT
TO
This Amendment (“Amendment”) is made as of the 6th day of January, 2020, by and between each of Xxxxxxx Xxxxx Trust, Xxxxxxx Sachs Variable Insurance Trust and Xxxxxxx Xxxxx ETF Trust (“Existing Funds”), Xxxxxxx Sachs Credit Income Fund (“GSCIF”), and Xxxxxxx Xxxxx Real Estate Diversified Income Fund (“GSREDIF”), separately and not jointly, and THE BANK OF NEW YORK MELLON (“BNY Mellon”). The Existing Funds, GSCIF and GSREDIF are referred to collectively herein as the “Funds”.
BACKGROUND:
| A. | BNY Mellon and the Existing Funds are parties to a Custody Agreement dated as of April 5, 2011, as amended to date (the “Agreement”), relating to BNY Mellon’s provision of custody services to the Existing Funds and each Series listed on Schedule I to the Agreement, as such Schedule I 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. | Xxxxxxx Xxxxx Credit Income Fund and Xxxxxxx Sachs Real Estate Diversified Income Fund, separately and not jointly, are each hereby joined as a party to the Agreement. By executing this Agreement, each of GSCIF and GSREDIF agrees to become a party to, and be bound by, and to comply with the terms of the Agreement in the same manner as if each were an original signatory to the Agreement, including, without limitation, the representations and warranties set forth in the Agreement. All references in the Agreement to a “Trust” or “Fund”, as applicable and as context requires, shall be deemed to apply to GSCIF and GSREDIF. For the avoidance of doubt, each investment company listed on Schedule I shall be considered to have a separate agreement with BNY Mellon and hereby appoints BNY Mellon to provide custody services in accordance with the terms set forth in the Agreement. BNY Mellon accepts such appointment and agrees to furnish such services. BNY Mellon shall be bound by all terms and conditions and provisions of the Agreement including, without limitation, the representations and warranties set forth in the Agreement. |
| Schedule I to the Agreement is hereby deleted in its entirety and replaced with Schedule I 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) | 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. |
[Signature Pages Follow]
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 Series identified on Schedule I attached hereto | ||
| By: | /s/ Levee Xxxxxx | |
| Name: | Levee Xxxxxx | |
| Title: | Vice President | |
| XXXXXXX SACHS VARIABLE INSURANCE TRUST | ||
| On behalf of each of its Series identified on Schedule I attached hereto | ||
| By: | /s/ Levee Xxxxxx | |
| Name: | Levee Xxxxxx | |
| Title: | Vice President | |
| XXXXXXX XXXXX ETF TRUST | ||
| On behalf of each of its Series identified on Schedule I attached hereto | ||
| By: | /s/ Levee Xxxxxx | |
| Name: | Levee Xxxxxx | |
| Title: | Vice President | |
| XXXXXXX SACHS CREDIT INCOME FUND | ||
| By: | /s/ Levee Xxxxxx | |
| Name: | Levee Xxxxxx | |
| Title: | Vice President | |
| XXXXXXX XXXXX REAL ESTATE DIVERSIFIED INCOME FUND | ||
| 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 | |
SCHEDULE I
(Amended and Restated as of January 6, 2020)
XXXXXXX XXXXX TRUST
Xxxxxxx Sachs Blue Xxxx
Xxxxxxx Xxxxx Capital Growth
Xxxxxxx Sachs Concentrated Growth
Xxxxxxx Xxxxx Equity Income
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 Flexible Cap
Xxxxxxx Sachs Focused Value
Xxxxxxx Xxxxx Global Infrastructure
Xxxxxxx Sachs Growth Opportunities
Xxxxxxx Xxxxx Large Cap Growth Insights
Xxxxxxx Sachs Large Cap Value
Xxxxxxx Xxxxx Large Cap Value Insights
Xxxxxxx Sachs Mid Cap Value
Xxxxxxx Xxxxx Small Cap Equity Insights
Xxxxxxx Sachs Small Cap Growth Fund*
Xxxxxxx Xxxxx Small Cap Growth Insights
Xxxxxxx Sachs Small Cap Value
Xxxxxxx Xxxxx Small Cap Value Insights
Xxxxxxx Sachs Small/Mid Cap Growth
Xxxxxxx Xxxxx Small/Mid Cap Value
Xxxxxxx Sachs Strategic Growth
Xxxxxxx Xxxxx Technology Opportunities
Xxxxxxx Sachs U.S. Equity Insights
XXXXXXX XXXXX VARIABLE INSURANCE TRUST
Xxxxxxx Sachs Government Money Market Fund
XXXXXXX XXXXX ETF TRUST
Xxxxxxx Sachs Access Emerging Markets Local Currency Bond ETF*
Xxxxxxx Xxxxx Access Emerging Markets USD Bond ETF*
Xxxxxxx Sachs Access High Yield Corporate Bond ETF
Xxxxxxx Xxxxx Access Inflation Protected USD Bond ETF
Xxxxxxx Sachs Access Investment Grade Corporate Bond ETF
Xxxxxxx Xxxxx Access Treasury 0-1 Year ETF
Xxxxxxx Sachs Access China Bond ETF*
Xxxxxxx Xxxxx Access Investment Grade Corporate 1-5 Year Bond ETF*
Xxxxxxx Sachs Access Investment Grade Corporate 10+ Year Bond ETF*
Xxxxxxx Xxxxx Access Total Bond Market ETF*
Xxxxxxx Sachs Access U.S. Aggregate Bond ETF*
Xxxxxxx Xxxxx Access U.S. Treasury Bond ETF*
Xxxxxxx Sachs Access Ultra Short Bond ETF
Xxxxxxx Xxxxx ActiveBeta® Emerging Markets Equity ETF
Xxxxxxx Sachs ActiveBeta® Europe Equity ETF
Xxxxxxx Xxxxx ActiveBeta® International Equity ETF
Xxxxxxx Sachs ActiveBeta® Japan Equity ETF
Xxxxxxx Xxxxx ActiveBeta® U.S. Large Cap Equity ETF
Xxxxxxx Sachs ActiveBeta® U.S. Small Cap Equity ETF
Xxxxxxx Xxxxx Emerging Markets Equity ETF*
Xxxxxxx Sachs Equal Weight U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx Eurozone Banks ETF*
Xxxxxxx Sachs Hedge Industry VIP ETF
Xxxxxxx Xxxxx International Equity ETF*
Xxxxxxx Sachs International Small Cap Equity 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 Motif Data-Driven World ETF
Xxxxxxx Xxxxx Motif Finance Reimagined ETF
Xxxxxxx Sachs Motif Human Evolution ETF
Xxxxxxx Xxxxx Motif Manufacturing Revolution ETF
Xxxxxxx Sachs Motif New Age Consumer ETF
Xxxxxxx Xxxxx U.S. Equity ETF*
XXXXXXX SACHS CREDIT INCOME FUND*
XXXXXXX XXXXX REAL ESTATE DIVERSIFIED INCOME FUND*
| * | The Fund has not yet commenced operations. Xxxxxxx Sachs Asset Management will provide notice to BNY Mellon to commence services upon the Fund’s launch. |
