AMENDMENT TO MUTUAL FUNDS SERVICES AGREEMENT
EX-99.(h)(19)
AMENDMENT TO MUTUAL FUNDS SERVICES AGREEMENT
This Amendment (“Amendment”), dated February 4, 2019 amends the Mutual Funds Services Agreement (the “Agreement”) dated June 30, 2006, as amended, between JPMorgan Chase Bank, National Association (as successor-in-interest to X.X. Xxxxxx Investor Services Co.) (“X.X. Xxxxxx”), and Xxxxxxx Xxxxx Trust (the “Fund”). X.X. Xxxxxx and the Fund shall jointly be referred to herein as the “parties”. Except as otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms in the Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
| 1. | Amendments. |
Schedule A (Fees and Expenses) of the Agreement is hereby deleted and replaced with Schedule A attached hereto such that any reference to Schedule A in the Agreement shall mean Schedule A attached hereto.
| 2. | Integration/Effect of Amendment. This Amendment and any instruments and agreements delivered pursuant hereto constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior oral and written communications with respect to the subject matter hereof. Except as expressly provided herein, no other changes or modifications to the Agreement with respect to the subject matter hereof are intended or implied, and the Agreement shall remain in full force and effect. To the extent that any provision of the Agreement is inconsistent with the provisions of this Amendment, the provisions of this Amendment shall control. |
| 3. | Governing Law. This Amendment will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Amendment. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. To the extent that in any jurisdiction the Fund or X.X. Xxxxxx may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, neither the Fund nor X.X. Xxxxxx shall claim, and each hereby irrevocably waives, such immunity. |
| 4. | Counterparts. This Amendment may be executed in any number of counterparts and any such counterpart shall be deemed an original, but all such counterparts shall constitute one and the same Amendment. |
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized representatives to be effective as of the date first set out above.
| XXXXXXX XXXXX TRUST | JPMORGAN CHASE BANK, N.A. | |||||||
| By: | /s/ Xxxxx XxXxxx |
By: | /s/ Xxxx Xxxx | |||||
| Name: | Xxxxx XxXxxx | Name: | Xxxx Xxxx | |||||
| Title: | Principal Financial Officer | Title: | Executive Director | |||||
STRICTLY PRIVATE AND CONFIDENTIAL
Schedule A – Fees and Expenses
Mutual Funds Services Agreement for GS Trust
Fund Accounting
*All Fees in: U.S. Dollars
Per Fund
| Asset Tier |
Annual Fee (in Bps) |
|||
| Up to 550,000,000 |
0.00 | |||
| 550,000,000 to 1,100,000,000 |
1.10 | |||
| Above 1,100,000,000 |
0.90 | |||
| Minimum Fee |
Annual Fee | |||||||
| Per Fund Minimum |
20,000.00 | Per Fund | ||||||
| Flat Fee |
Annual Fee | |||||||
| Fund of Funds |
10,000.00 | Per Fund | ||||||
| Additional Fees |
Annual Fee | |||||||
| Per Sleeve Fee (applies to each fund/portfolio) |
10,000.00 | Per Sleeve | ||||||
| Additional Share Classes | ||||||||
| First Share Classes |
No Charge | Per Class | ||||||
| Additional Share Classes |
2,000.00 | Per Class | ||||||
Fund Administration
*All Fees in: U.S. Dollars
| Flat Fee |
Annual Fee | |||||||
| All Funds |
15,000.00 | Per Fund | ||||||
| Additional Fees |
Annual Fee | |||||
| Expense Administration |
2,000.00 | Per Fund listed in Schedule 1-A | ||||
| Fund Distribution |
1,600.00 | Per Fund listed in Schedule 1-B | ||||
| Tax |
19,200.00 | Per Fund listed in Schedule 1-C | ||||
| Segregation Testing |
800.00 | Per Fund listed in Schedule 1-D | ||||
| Prospectus Updates |
250.00 | Per Fund listed in Schedule 1-E | ||||
| General Administration Services |
2,000.00 | Per Fund | ||||
| Core Form N-PORT Services |
10,000.00 | Per Fund | ||||
| Enhanced Form N-PORT Services |
1,100.00 | Per Fund listed in Schedule 1-F | ||||
| Premium Form N-PORT Services |
3,000.00 | Per Fund listed in Schedule 1-G | ||||
| Form N-CEN Services |
300.00 | Per Fund | ||||
SCHEDULE I—Listing of Portfolios
XXXXXXX XXXXX TRUST - XXXXXXX SACHS DYNAMIC COMMODITY STRATEGY FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS DYNAMIC MUNICIPAL INCOME FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS EMERGING MARKETS EQUITY INSIGHTS FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS FOCUSED INTERNATIONAL EQUITY FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS INTERNATIONAL EQUITY DIVIDEND & PREMIUM FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS INTERNATIONAL SMALL CAP INSIGHTS FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS INTERNATIONAL TAX-MANAGED EQUITY FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS STRATEGIC INTERNATIONAL EQUITY FUND
XXXXXXX XXXXX TRUST - XXXXXXX SACHS TAX-ADVANTAGED GLOBAL EQUITY PORTFOLIO
XXXXXXX XXXXX TRUST- XXXXXXX SACHS ABSOLUTE RETURN TRACKER FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS ASIA EQUITY FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS COMMODITY STRATEGY FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS ALTERNATIVE PREMIA FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS EMERGING MARKETS EQUITY FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS INTERNATIONAL EQUITY INSIGHTS FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS INTERNATIONAL REAL ESTATE SECURITIES
XXXXXXX XXXXX TRUST- XXXXXXX SACHS MANAGED FUTURES STRATEGY FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS REAL ESTATE SECURITIES FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS U.S. EQUITY DIVIDEND AND PREMIUM FUND
XXXXXXX XXXXX TRUST- XXXXXXX SACHS U.S. TAX-MANAGED EQUITY FUND
XXXXXXX XXXXX TRUST: XXXXXXX SACHS GLOBAL REAL ESTATE SECURITIES FUND
XXXXXXX XXXXX TRUST-XXXXXXX XXXXX ENHANCED DIVIDEND GLOBAL EQUITY PORTFOLIO
XXXXXXX SACHS TRUST-XXXXXXX XXXXX HIGH YIELD MUNICIPAL FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX N -11 EQUITY FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX SHORT DURATION TAX FREE FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX MUNICIPAL INCOME COMPLETION FUND
SCHEDULE 1-A
Portfolios Receiving Fund Expense Administration Services
XXXXXXX SACHS TRUST - XXXXXXX XXXXX DYNAMIC COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX DYNAMIC MUNICIPAL INCOME FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX EMERGING MARKETS EQUITY INSIGHTS FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX FOCUSED INTERNATIONAL EQUITY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX INTERNATIONAL EQUITY DIVIDEND & PREMIUM FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX INTERNATIONAL SMALL CAP INSIGHTS FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX INTERNATIONAL TAX-MANAGED EQUITY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX STRATEGIC INTERNATIONAL EQUITY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX TAX-ADVANTAGED GLOBAL EQUITY PORTFOLIO
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ABSOLUTE RETURN TRACKER FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ASIA EQUITY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ALTERNATIVE PREMIA FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX EMERGING MARKETS EQUITY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX INTERNATIONAL EQUITY INSIGHTS FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX INTERNATIONAL REAL ESTATE SECURITIES
XXXXXXX SACHS TRUST- XXXXXXX XXXXX MANAGED FUTURES STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX REAL ESTATE SECURITIES FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX U.S. EQUITY DIVIDEND AND PREMIUM FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX U.S. TAX-MANAGED EQUITY FUND
XXXXXXX SACHS TRUST: XXXXXXX XXXXX GLOBAL REAL ESTATE SECURITIES FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX ENHANCED DIVIDEND GLOBAL EQUITY PORTFOLIO
XXXXXXX SACHS TRUST-XXXXXXX XXXXX HIGH YIELD MUNICIPAL FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX N -11 EQUITY FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX SHORT DURATION TAX FREE FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX MUNICIPAL INCOME COMPLETION FUND
SCHEDULE 1-B
Portfolios Receiving Fund Distribution Calculation Services
XXXXXXX SACHS TRUST - XXXXXXX XXXXX DYNAMIC COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX DYNAMIC MUNICIPAL INCOME FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX EMERGING MARKETS EQUITY INSIGHTS FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX FOCUSED INTERNATIONAL EQUITY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX INTERNATIONAL EQUITY DIVIDEND & PREMIUM FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX INTERNATIONAL SMALL CAP INSIGHTS FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX INTERNATIONAL TAX-MANAGED EQUITY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX STRATEGIC INTERNATIONAL EQUITY FUND
XXXXXXX SACHS TRUST - XXXXXXX XXXXX TAX-ADVANTAGED GLOBAL EQUITY PORTFOLIO
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ABSOLUTE RETURN TRACKER FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ASIA EQUITY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ALTERNATIVE PREMIA FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX EMERGING MARKETS EQUITY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX INTERNATIONAL EQUITY INSIGHTS FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX INTERNATIONAL REAL ESTATE SECURITIES
XXXXXXX SACHS TRUST- XXXXXXX XXXXX MANAGED FUTURES STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX REAL ESTATE SECURITIES FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX U.S. EQUITY DIVIDEND AND PREMIUM FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX U.S. TAX-MANAGED EQUITY FUND
XXXXXXX SACHS TRUST: XXXXXXX XXXXX GLOBAL REAL ESTATE SECURITIES FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX ENHANCED DIVIDEND GLOBAL EQUITY PORTFOLIO
XXXXXXX SACHS TRUST-XXXXXXX XXXXX HIGH YIELD MUNICIPAL FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX N -11 EQUITY FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX SHORT DURATION TAX FREE FUND
XXXXXXX SACHS TRUST-XXXXXXX XXXXX MUNICIPAL INCOME COMPLETION FUND
SCHEDULE 1-C
Portfolios Receiving Tax Provision Services
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ABSOLUTE RETURN TRACKER FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ALTERNATIVE PREMIA FUND
SCHEDULE 1-D
Portfolios Receiving Diversification Testing Services
XXXXXXX SACHS TRUST - XXXXXXX XXXXX DYNAMIC COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ABSOLUTE RETURN TRACKER FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ALTERNATIVE PREMIA FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX MANAGED FUTURES STRATEGY FUND
SCHEDULE 1-E
Portfolios Receiving Prospectus Update Services
XXXXXXX SACHS TRUST - XXXXXXX XXXXX DYNAMIC COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ABSOLUTE RETURN TRACKER FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX COMMODITY STRATEGY FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX ALTERNATIVE PREMIA FUND
XXXXXXX SACHS TRUST- XXXXXXX XXXXX MANAGED FUTURES STRATEGY FUND
SCHEDULE 1-F
Portfolios Receiving Enhanced Form N-PORT Services
SCHEDULE 1-G
Portfolios Receiving Premium Form N-PORT Services
X.X. Xxxxxx Fee Schedule: Notes
| • | X.X. Xxxxxx may make reasonable amendments to the fee schedule at any time should either (i) the client’s actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop. X.X. Xxxxxx’x fee proposal, (ii) the client’s service requirements change, or (iii) the client’s use of any other X.X. Xxxxxx products that were included in the X.X. Xxxxxx’x pricing proposal to the client is discontinued or modified in any respect material to the X.X. Xxxxxx’x pricing proposal. If client is expected to participate in the securities lending program but client does not complete the participation or the participation is discontinued or modified, X.X. Xxxxxx will have the right to discontinue any waivers or other fee discounts associated with custodial or other services. |
| • | Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at X.X. Xxxxxx’x standard price(s) unless an alternative pricing arrangement is agreed upon in advance by the Customer and X.X. Xxxxxx. |
| • | Ad valorem (basis point) fee(s), if applicable, will be calculated at the end of the billing period using asset values derived by X.X. Xxxxxx from data provided by its selected pricing sources. In the event that X.X. Xxxxxx must rely on Xxxxxxx Xxxxx Trust (“Xxxxxxx Sachs Trust”) or a portfolio manager or other party(ies) selected by Xxxxxxx Xxxxx Trust to provide valuation(s) for the purpose of calculating ad valorem fee(s), X.X. Xxxxxx must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by X.X. Xxxxxx. In the event that X.X. Xxxxxx does not receive valuations by the required date, X.X. Xxxxxx will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s). |
| • | Where minimum fees are specified for one or more service categories, if during any billing period total fee(s) for in-scope services in a category are less than the prorated minimum fee for the category, the prorated minimum fee will apply. |
| • | Fees will be adjusted each year based on the average CPI-W for the third quarter of current year over the average for the third quarter of previous year (CPI-W average September quarter end to average September quarter end percentage change, as published by the U.S. Social Security Administration (web site xxxx://xxx.xxx.xxx/xxxx/xxxxxxxxx-xxxx.xxx). The initial CPI fee adjustment will be applied to invoices on the Jan. 1 date which occurs subsequent to the 12 month anniversary of your fee agreement’s (contract’s) effective date. |
| • | Fees are calculated monthly and X.X. Xxxxxx will present invoices monthly in arrears, with payment debited directly from the account(s) 30 days after the date of the invoice, unless an alternative billing arrangement is negotiated between the Customer and X.X. Xxxxxx. All annual fees, including ad valorem (basis point) fees, will be prorated based on the number of months included in the billing period. |
| • | Any customized technology projects required to meet the Customer’s specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and X.X. Xxxxxx. |
| • | Transaction charges, if applicable, are applied to all securities transactions (including receives/delivers vs. payment and free, securities loans, repurchase agreements, redemptions and corporate actions) effected during the billing period. It is assumed that the Customer and its investment managers (if applicable) will instruct X.X. Xxxxxx of trades and other account activity in a mutually agreed electronic format that enables straight-through processing (STP), using X.X. Xxxxxx proprietary systems, SWIFT messages, direct electronic transmissions or other means deemed acceptable by X.X. Xxxxxx. Transaction instructions that require manual input will incur a surcharge. |
| • | Fees for services not listed on this fee schedule will be provided upon request. Services and activities beyond those performed by X.X. Xxxxxx in the normal course of business will be charged on a quantum meruit basis. |
| • | The descriptions of services in this fee schedule are for informational purposes only and shall not be legally binding. |
| • | The terms and conditions contained herein are proprietary and confidential, and shall not be disclosed to third parties without express prior written consent by X.X. Xxxxxx. |
