FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN SMEAD FUNDS TRUST AND THE NORTHERN TRUST COMPANY

EX.99(h)(1)

FUND ADMINISTRATION AND

ACCOUNTING SERVICES AGREEMENT

BETWEEN

XXXXX FUNDS TRUST

AND

THE NORTHERN TRUST COMPANY

TABLE OF CONTENTS

Section				Page
1.		APPOINTMENT			1
2.		REPRESENTATIONS AND WARRANTIES			1
3.		DELIVERY OF DOCUMENTS			2
4.		SERVICES PROVIDED			2
5.		FEES AND EXPENSES			3
6.		DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY			4
7.		AUTHORIZED INSTRUCTIONS			7
8.		BOOKS AND RECORDS			8
9.		DATA PROTECTION			8
10.		CONFIDENTIALITY			9
11.		TERM AND TERMINATION			9
12.		NOTICES			10
13.		FORCE MAJEURE			11
14.		ASSIGNABILITY			11
15.		NO THIRD PARTY BENEFICIARIES			11
16.		MISCELLANEOUS			11
SCHEDULE A FEE SCHEDULE					14
SCHEDULE B FUND ADMINISTRATION SERVICES					15
SCHEDULE C FUND ACCOUNTING SERVICES					17
SCHEDULE D FUND LIST					18

FUND ADMINISTRATION AND

ACCOUNTING SERVICES AGREEMENT

AGREEMENT made as of December 1, 2022 (this “Agreement”) by and between Xxxxx Funds Trust (the “Trust”), a Delaware statutory trust, on behalf of each of the series of the Trust listed on Schedule D hereto, as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”) and The Northern Trust Company (“Northern”), an Illinois corporation.

WITNESSETH:

WHEREAS, the Trust is a Delaware statutory trust and is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trust wishes to retain Northern to provide certain fund accounting and administration services with respect to the Funds, and Northern is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT.

The Trust hereby appoints Northern to provide services as described hereinafter, for the Trust and on behalf of each of the Funds, for the period and on the terms set forth in this Agreement. Xxxxxxxx accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 5 of and Schedule A to this Agreement.

2. REPRESENTATIONS AND WARRANTIES.

(a) Northern represents and warrants to the Trust that:

(i) Northern is a corporation, duly organized and existing under the laws of the State of Illinois;

(ii) Northern is duly qualified to carry on its business in the State of Illinois;

(iii) Northern is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement;

(iv) all requisite corporate proceedings have been taken to authorize Northern to enter into and perform this Agreement;

(v) Northern has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder;

(vi) no legal or administrative proceedings have been instituted or threatened which would impair Northern’s ability to perform its duties and obligations under this Agreement; and

(vii) Northern’s entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of Northern or any law or regulation applicable to Northern.

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(b) The Trust represents and warrants to Northern that:

(i) the Trust is a statutory trust, duly organized and existing and in good standing under the laws of the State of Delaware;

(ii) the Trust is an investment company properly registered under the 1940 Act;

(iii) the Trust has the power under applicable laws and by its organizational documents to enter into and perform this Agreement;

(iv) all requisite actions have been taken by the Trust to authorize the Trust to enter into and perform this Agreement;

(v) no legal or administrative proceedings have been instituted or threatened which would impact the Trust’s ability to perform its duties and obligations under this Agreement; and

(vi) the Trust’s execution of this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it.

3. DELIVERY OF DOCUMENTS.

The Funds will promptly furnish to Northern such copies, properly certified or authenticated, of contracts, documents and other related information that Northern may reasonably request or require to properly discharge its duties. Such documents may include but are not limited to the following:

(a) actions of or on behalf of a Fund authorizing the appointment of Northern to provide certain services to the Fund and approving this Agreement;

(b) the Trust’s governing documents, (e.g., By-Laws, Trust Instrument, Operating Agreement, etc.);

(c) the Trust’s currently effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the Prospectus and Statement of Additional Information relating to each Fund and all amendments and supplements thereto as in effect from time to time;

(d) opinions of counsel, if any, and auditors’ reports; and

(e) such other agreements, certificates and documents as the Funds may enter into from time to time including securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements as may be necessary for Northern to perform its duties and obligations under this Agreement.

4. SERVICES PROVIDED.

(a) Northern will provide the following services subject to the control, direction and supervision of the Trust or its designee and in compliance with the procedures which may be established from time to time between the Trust and Northern; and all reasonable resolutions and policies implemented by the Trust:

(i) Fund Administration, and

(ii) Fund Accounting.

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A general description of each of the above services is contained in Schedules B and C, respectively, to this Agreement. Northern shall provide the office facilities, furnish equipment and other materials and provide or obtain the personnel determined by it to perform the services contemplated herein. Xxxxxxxx will also cooperate reasonably with requests of the Trust’s Chief Compliance Officer in connection with Rule 38a-1 under the 1940 Act, with respect to services provided by Northern under this Agreement.

(b) Northern will also keep records relating to the services contemplated herein in such form and manner as Northern may deem appropriate or advisable. Xxxxxxxx agrees that all such records prepared or maintained by Northern relating to the services provided hereunder are the property of the Funds and will be preserved and maintained at the Funds’ expense, provided such costs are reasonable, and will be made available upon request of the Fund to which such records relate.

5. FEES AND EXPENSES.

(a) As compensation for the services rendered to the Funds pursuant to this Agreement, the Trust or the Trust’s investment adviser shall cause to be paid to Northern quarterly fees determined as identified in Schedule A (Fee Schedule) with respect to the services provided hereunder. Such fees are to be billed quarterly and shall be due and payable within a reasonable time upon receipt of the invoice. Upon any termination of the provision of services under this Agreement before the end of any quarter, the fee for the part of the quarter before such termination shall be prorated according to the proportion which such part bears to the full quarter period and shall be payable upon the date of such termination.

(b) For the purpose of determining fees calculated as a function of a Fund’s assets, the value of a Fund’s assets and net assets shall be computed as required by its Prospectus, generally accepted accounting principles, and resolutions of the Trust’s Board of Trustees.

(c) The Trust may request additional services, additional processing, or special reports which are not contemplated in this Agreement, and will provide such specifications and requirements documentation as may be reasonably required by Northern. If Northern elects to provide such services or arranges for such services to be provided, it shall be entitled to additional fees and expenses at its customary rates and charges as agreed upon in writing by the parties.

(d) Northern will bear its own expenses in connection with the performance of the services under this Agreement, except as provided herein or as agreed to by the parties in writing. The Funds agree to promptly reimburse Northern for reasonable expenses incurred for any services, equipment or supplies ordered by or for a Fund through Northern and for any other expenses that Northern may incur on the Fund’s behalf at the Fund’s request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Funds and to be borne by the Funds include, but are not limited to: taxes, interest, brokerage fees and commissions; salaries and fees, if any, of officers and members; processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses for software licensing in connection with regulatory document creation and, if required, expenses of typesetting and printing of shareholder documents and for distribution of the foregoing to current and prospective members of the Funds; expenses of printing and production costs of members’ reports; costs and expenses of Fund stationery

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and forms; costs and expenses of special telephone and data lines and devices; costs associated with member meetings; trade association dues and expenses; reprocessing costs to Northern caused by third party errors; and any extraordinary expenses and other customary Fund expenses. In addition, Northern may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services in connection with determining the net asset values of the Funds. Each Fund will reimburse Northern for such Fund’s share of the cost of such services based upon the actual usage by the Fund of the services for the benefit of the Fund.

(e) All fees, out-of-pocket expenses and additional charges of Northern shall be billed on a quarterly basis and shall be due and payable within a reasonable time upon receipt of the invoice.

(f) In the event that the Fund is more than sixty (60) days’ delinquent in its payments of quarterly xxxxxxxx in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Fund), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by Northern. The Fund must notify Northern in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being investigated.

6. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.

(a) Northern shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of its duties hereunder, Northern shall be obligated, as applicable, to exercise the due care and diligence of a professional fund administrator, and fund accountant in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and in all events shall act in good faith in performing the services provided for under this Agreement.

(b) Northern shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss or expense directly caused by or resulting from willful misfeasance, bad faith or negligence on Northern’s part in the performance of or from reckless disregard by Northern of the obligations and duties specifically set forth in this Agreement.

(c) Subject to Sections 6(a) and 6(b) above, Northern shall not be responsible for, and the Trust and the Funds shall indemnify and hold Northern, its directors, officers, employees and agents (the “Indemnitees”) harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities that may be imposed on, incurred by or asserted against any of the Indemnitees in connection with or arising out of:

(i) any and all actions of Northern or its officers, employees or agents required to be taken pursuant to this Agreement;

(ii) the reliance on or use by Northern or its officers, employees or agents of information, records or documents which are received by Northern or its officers, employees or agents and furnished to them by or on behalf of the Trust or any Fund, and which have been prepared or maintained by the Trust or any Fund, or any third party on behalf of the Trust or any Fund;

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(iii) the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;

(iv) the material breach of any representation or warranty of the Trust hereunder;

(v) the taping or other form of recording of telephone conversations or other forms of electronic communications with members, or reasonable reliance by Northern on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized;

(vi) the reliance on or the carrying out by Northern or its officers, employees or agents of any instructions reasonably believed to be given by a duly authorized person of the Trust or recognition by Northern of any certificates representing member interests (if any) which are reasonably believed to bear the signatures of the officers of the Trust and the countersignature of any transfer agent or registrar of the Trust;

(vii) any delays, inaccuracies, incompleteness of, errors in or omissions from information or data provided to Northern by data, corporate action or pricing services or securities brokers and dealers;

(viii) the offer or sale of securities by a Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state;

(ix) any failure of the Trust’s offering documents to comply with applicable laws, or any untrue statement therein of a material fact or omission of a material fact necessary to make any statement therein not misleading; provided, however, that the Trust or any Fund will not indemnify Northern for any such losses, damages, costs, attorneys’ fees and expenses, payments, expenses and liabilities arising out of any untrue statement or omission made in reliance upon and in conformity with information provided by Northern and furnished to the Trust, any Fund or its counsel by Northern in writing for inclusion in such offering documents;

(x) the failure of the Trust to comply with applicable securities, tax, commodities and other laws, rules and regulations; and

(xi) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom Northern or the Trust has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Trust, provided that each of such third parties was chosen by the Trust.

(d) In performing its services hereunder, Northern shall be entitled to rely and shall have no liability for acting upon any Authorized Instructions, notices or other communications, including electronic transmissions, from the Trust and its custodian, officers and members, agents and other service providers which Northern reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Trust for any loss or expense caused by such reasonable reliance.

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(e) Northern shall indemnify and hold the Trust and each Fund harmless from and against any and all losses, damages, costs, reasonable attorneys’ fees and expenses, expenses and liabilities incurred by it or any of its agents that may be asserted against the Trust or any Fund by any person arising:

(i) From Northern’s material breach of any representation or warranty hereunder; and

(ii) From Northern’s willful misfeasance, bad faith or negligence in the performance of its duties specifically set forth in this Agreement, including all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith, or negligence of third parties to whom Northern has assigned any rights and/or delegated any duties under this Agreement, provided that each of such third parties was chosen by Northern, expect to the extent that a loss or expense is directly caused by or resulting from willful misfeasance, bad faith, or negligence on the Trust’s part in the performance of or from reckless disregard by the Trust of the obligations and duties specifically set forth in this Agreement.

As used in this Section 6(e), the term “Trust” shall include the Trust’s trustees, officers and employees.

(f) The indemnifications contained hereunder shall survive the termination of this Agreement.

(g) Northern may, at the expense of the Trust, in connection with matters arising under this Agreement as a result of an instruction, request or information provided by the Trust, obtain the advice and opinion for the professional advisors to the Trust or its own professional advisors and Northern shall be entitled to rely on the advice or opinion of such professional advisors and, subject to Section 6(b) above, Northern shall not be liable for any loss suffered by any Fund as a result of any act taken by Northern in reliance upon such advice.

(h) Northern is not, and nor shall be, responsible for the management of the investments or any other assets of the Funds, including (but not limited to) the management, verification and/or monitoring of adherence to the investment policies, objectives, guidelines and restrictions applicable thereto from time to time. Consequently, Northern is not, nor shall be, liable to a Fund or any other person for any loss or damage suffered by any such person as a result of any breach of investment policies, objectives, guidelines and/or restrictions applicable in respect of any Fund. Without prejudice to the foregoing, any procedures implemented by Northern to monitor or test compliance by a Fund with its investment policies, objectives, guidelines and/or restrictions shall not be relied upon by any Fund or any other person.

(i) In calculating the Net Asset Value of a Fund, Northern shall not be liable for any loss suffered by any Fund by reason of any error resulting from any inaccuracy in the information provided by any pricing service. Where practicable, Northern shall use commercially reasonable efforts to confirm with third parties pricing information supplied by the Fund or any connected person thereof (including a connected person which is a broker, market maker or other intermediary) or its delegates. However, in certain circumstances it may not be possible or practicable for Northern to verify such information and in such circumstances Northern shall not be deemed to be negligent, fraudulent or in willful default of its obligations hereunder and shall not be liable for any loss suffered by

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a Fund or any other person by reason of any error in the calculation of the Net Asset Value resulting from any inaccuracy in the information provided by any Fund or its delegates. In circumstances where Northern is directed by a Fund to use particular pricing services, brokers, market makers or other intermediaries, Northern shall not be liable for any loss suffered by any Fund or any other person by reason of error in the calculation of Net Asset Value resulting from any inaccuracy in the information provided by such pricing services, brokers, market makers or other intermediaries.

(j) No party shall be liable to, or have a duty to indemnify for, another party for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement; provided that notwithstanding the foregoing, (i) the Trust’s and the Funds’ indemnification obligations shall not be limited to the extent such special, indirect, incidental, consequential or punitive damages of any kind are included in any third party claim in connection with which the indemnified party is otherwise entitled to indemnification hereunder and (ii) Northern’s indemnification obligations shall not be limited to the extent such special, indirect, incidental, consequential or punitive damages of any kind are included in any third party claim in connection with which the indemnified party is otherwise entitled to indemnification hereunder.

7. AUTHORIZED INSTRUCTIONS

(a) Where Northern is required under this Agreement (or otherwise agrees) to act on instructions from a Fund, or any party authorized by a Fund, Northern shall do so upon receipt of Authorized Instructions which may be standing Authorized Instructions. Any Authorized Instructions given to Northern shall bind the applicable Fund(s).

(b) In acting on any Authorized Instructions, Northern is entitled to assume that (i) the Authorized Person providing such Authorized Instructions has complied with any relevant obligations set out in any governing documents of the Fund, and (b) such Authorized Instruction is in accordance with applicable law. Northern is under no obligation to review the propriety or legality of any Authorized Instructions received by it.

(c) The Trust acknowledges that the Authorized Persons are authorized to give Authorized Instructions to Northern on behalf of the applicable Fund for the purposes of this Agreement and Northern is entitled to rely on the authenticity of the signatures and Authorized Instructions given or purported to be given by a Fund’s Authorized Persons and Northern is not liable for any claim, damage, expense, loss or liability arising from such reasonable reliance. Such persons will continue to be Authorized Persons until such time as Northern receives Authorized Instructions from a Fund (or its agent) that any such person is no longer an Authorized Person.

(d) Unless otherwise provided in this Agreement, an Authorized Instruction continues in full force and effect until specifically cancelled or superseded by a subsequent Authorized Instruction.

(e) Notwithstanding any other provision of this Agreement, instructions, directions and other communications provided under this Agreement may be given to Northern by letter, telex, SWIFT or other electronic or electro-mechanical means deemed acceptable by Northern, including the use of Northern’s Northern Trust Passport^® applications, subject to such additional terms and conditions a Northern may require.

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(f) “Authorized Instructions” means instructions, directions or other communications given to Northern pursuant to the terms of this Agreement in respect of any of the matters referred to in this Agreement. In instances indicated in advance by the Trust, Northern may also act pursuant to telephonic instructions given by designated persons and such telephonic instructions shall be deemed to be “Authorized Instructions” within the meaning of this definition. Any instructions, directions or other communications given to Northern by telephone shall promptly thereafter be confirmed in writing, but Northern will incur no liability for the Fund’s failure, or the failure of an investment manager, to send such written confirmation or for the failure of any such written confirmation to conform to the telephonic instruction received by Northern.

(g) “Authorized Person” means, in respect of any instruction or communication, any person who Northern reasonably believes in good faith to be any person held out by or professing to have authority to act on behalf of Fund as being authorized by the Fund to issue instructions to Northern.

8. BOOKS AND RECORDS

(a) The books and records pertaining to the Trust and the Funds which are in the possession or under the control of Northern, including records relating to the services contemplated herein, shall be the property of the Trust. The Trust and any officer of the Trust and any other person duly authorized by the Trust’s Board of Trustees (“Authorized Person”) shall have access to such books and records at all times during Northern’s normal business hours, subject to Northern’s obligations of confidentiality with respect to all of its clients. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Northern to the Trust or to an Authorized Person, at the Trust’s expense.

(b) Northern shall keep the following records:

(i) all books and records with respect to each Fund’s books of account;

(ii) records of each Fund’s securities transactions; and

(iv) all other books and records as Northern is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder for the periods and in the manner prescribed by Rule 31a-2 under the 1940 Act.

9. DATA PROTECTION

Northern shall implement and maintain a comprehensive written information security program, consistent with industry guidelines and all applicable foreign, federal, state and local statutes, rules or regulations (in each case applicable to Northern), that contains appropriate physical and technical security measures to safeguard the Confidential Information of the Trust and the Funds, and personal information of the Trust’s shareholders, employees, directors and/or officers that Northern receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

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10. CONFIDENTIALITY.

(a) “Confidential Information” means any information, correspondence, data, documents, reports, projections, forecasts, statements, records and accounts, whether in written, pictorial, oral, computer printout and other forms, databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other related information all of a confidential nature furnished to a party by the other party, for the purposes of this Agreement.

(b) In connection with the performance of its obligations under this Agreement, each party may obtain certain Confidential Information of the other party and each party agrees that it shall use reasonable precautions in accordance with its established policies and procedures to keep such Confidential Information confidential; provided, however, that (i) a party may disclose Confidential Information with the other party’s prior written consent (such consent not to be unreasonably withheld) and (ii) any of such Confidential Information may be disclosed to the other party’s affiliates or to such other party’s or its affiliates’ directors, officers, employees, advisors or agents who need to know such information in order for such other party to be able to perform its duties under this Agreement (“Representatives”) (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information in accordance with the terms of this Agreement). The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its subcontractor or the Trust agent for purposes of providing services under this Agreement.

(c) Other than as permitted herein, each party shall be permitted to disclose the Confidential Information to the extent, and only to such extent, required by law or regulation or requested by any governmental agency or other regulatory authority or in connection with any legal proceedings after (i) promptly notifying the other party of such requirement in order to provide such other party with the opportunity to pursue legal or other action to prevent the release of such Confidential Information and (ii) receiving permission for the disclosure from such other party. Notwithstanding the foregoing, notification to the other party shall not be required in the event that such disclosure is requested by a regulatory authority with supervisory authority over the disclosing party or is prohibited by applicable law or legal process.

(d) For purposes of this Agreement, Confidential Information does not include: (i) information that is or becomes publicly available other than as a result of disclosure by either party or its Representatives in violation of this Agreement, (ii) was within a party’s possession prior to its being furnished pursuant hereto or becomes available on a non-confidential basis from a source other than either party or its Representatives, or (iii) was independently developed by the receiving party.

11. TERM AND TERMINATION.

(a) This Agreement shall become effective on the date first set forth above (the “Effective Date”) and shall continue in effect thereafter for an initial two (2) year period from that date, unless terminated earlier pursuant to Section 11(b) or Section 11(c). Unless terminated earlier, the Agreement shall remain in full force from year to year thereafter, subject to annual review and approval by the Board.

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(b) This Agreement may be terminated at any time by either party by providing the other party with at least ninety (90) days written notice of termination, specifying the date of such termination

(c) Either of the parties hereto may terminate this Agreement immediately upon notice to the other party (the “defaulting party”) for “cause”. For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement by the defaulting party that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; or (b) a receiver, receiver and manager, examiner or liquidator is appointed by the defaulting party, or the defaulting party makes any composition or arrangement with its creditors.

(d) Upon the date set forth in such notice under Section 11(b) or Section 11(c), this Agreement shall terminate to the extent specified in such notice, and the Trust shall pay Northern such compensation and any out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. In the event that the Trust serves notice of its intention to terminate the custody agreement in place between it and Northern or any affiliate of Northern with respect to any Fund, Northern may terminate this Agreement with respect to such Fund by notice in writing to the Trust, such termination to take effect on the same date as the termination of the aforementioned custody agreement.

(e) In connection with any termination of the Agreement for any reason whatsoever, the parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services back to the Trust or any successor administrator in an orderly and uninterrupted fashion, including delivery of the Trust’s books and records.

12. NOTICES. Any notice required or permitted hereunder shall be in writing and shall be deemed effective on the date of personal delivery (by private messenger, courier service or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs first, or upon receipt if by mail to the parties at the following address (or such other address as a party may specify by notice to the other):

If to the Trust:

Xxxxx Funds Trust

0000 X. Xxxxxxxxx Xxxx, Xxxxx 000

Phoenix, AZ 85016

If to Northern:

The Northern Trust Company

00 XxXxxxx Xxxxxx

Chicago, Illinois 60603

Attention: GFS Relationship Manager – Xxxxx Capital

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13. FORCE MAJEURE. Northern shall not be responsible or liable for any harm, loss or damage suffered by the Trust, its members, or other third parties or for any failure or delay in performance of Northern’s obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond Northern’s control. In the event of a force majeure, any resulting harm, loss, damage, failure or delay by Northern will not give the Fund the right to terminate for cause this Agreement. “Force Majeure” means any event beyond Northern’s reasonable control (including errors or interruptions caused by Client or third parties, any industrial, juridical, governmental, civil or military action, acts of terrorism, insurrection or revolution, nuclear fusion or, fission or radiation).

14. ASSIGNABILITY. This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party, except that Northern may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with Northern.

15. NO THIRD PARTY BENEFICIARIES. Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Northern and the Trust, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of Northern and the Trust. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

16. MISCELLANEOUS.

(a) Amendments. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

(b) Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

(c) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to the term of any term of this Agreement. Any waiver must be in writing signed by the waiving party.

(d) Headings. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(e) Governing Law. This Agreement shall be construed and interpreted under and in accordance with the laws of the State of Illinois.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Any such counterpart, to the extent delivered by means of a facsimile machine, by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by means of DocuSign^® or other electronic signature, shall be treated in all manner and respects as an original executed counterpart. Each DocuSign^® or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby waive any objection to the contrary.

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(g) Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof.

(h) Personal Liability. The Trust and Northern agree that the obligations of the Trust/Funds under this Agreement shall not be binding upon or any member of the Board of Trustees or any shareholder, nominee, officer, employee or agent, whether past, present or future, of the Trust individually, but are binding only upon the assets and property of the appropriate Fund(s) thereof. The execution and delivery of this Agreement have been duly authorized by the Trust and signed by an authorized officer of the Trust, acting as such, but neither such authorization by the Trust or such execution and delivery by such officer shall be deemed to have been made by any member of the Board of Trustees or by any officer or shareholder of the Trust individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust or of the appropriate Fund(s) thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written.

XXXXX FUNDS TRUST
By:		/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President

The undersigned, Xxxxxxx Xxxxxxxx, does hereby certify that he/she is the duly elected, qualified and acting Secretary of Xxxxx Funds Trust (the “Trust”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Trust with full power and authority to execute this Agreement on behalf of the Trust and to take such other actions and execute such other documents as may be necessary to effectuate this Agreement.

/s/ Xxxxxxx Xxxxxxxx

Xxxxxxx Xxxxxxxx

Secretary

THE NORTHERN TRUST COMPANY
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Vice President

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Fee Schedule is Intentionally Omitted

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SCHEDULE B

FUND ADMINISTRATION SERVICES

Northern shall provide the following services, in each case, subject to the direction of the Trust and in accordance with the policies and procedures established by the Trust:

Description of Administration Services on a Continuous Basis:

• Maintain Board and regulatory filing calendars;

• Maintain copies of the Trust’s Declaration of Trust and By-laws that have been delivered to Northern;

• Provide input to assist the Trust in developing guidelines and procedures to improve overall compliance by the Trust with applicable laws, regulations and industry best practices;

• Maintain awareness of significant emerging regulatory and legislative developments that affect registered mutual funds, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate;

• Prepare for filing with the Securities and Exchange Commission (“SEC”) the following documents (as required): Form N-CEN, Form N-CSR, Form N-Q, Form N-PORT, Form N-PX, Form N-MFP, Form N-CR, Form N-LIQUID and all amendments to the Registration Statements, including annual updates of the Prospectus(es) and Statements Additional Information for each Fund and any supplements thereto;

• Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of related payment, if necessary;

• Work with vendor and adviser to prepare and file necessary blue sky filings as required by the laws of individual states and U.S. jurisdictions;

• Obtain and maintain the Trust’s fidelity bond and directors and officers errors and omissions insurance policies at the expense of the Funds and coordinate the fidelity bond filing under Rule 17g-1 with the SEC;

• Work with Fund counsel in the preparation and filing with the SEC of proxy statements;

• Attend and assist in the conduct of shareholder meetings and prepare scripts for and minutes of such meetings;

• Advise and consult with Trust management and the investment adviser on matters pertaining to new Fund launches or new share classes, and assist with the deregistration of a Fund/class when applicable;

• Prepare and review with Fund counsel and Trust management the agenda, resolutions and notices for all requested Board of Trustees and Committee meetings, attend meetings as appropriate or requested, prepare minutes for Board and Committee meetings;

• Maintain books and records for information under the control of or produced by Northern Trust for each Fund as required under Rule 31a-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), and comply with SEC requirements in advance of and during examinations;

• Assist each Fund in the production of documentation for routine regulatory examinations of the Trust and each Fund relative to Board and Committee meetings and filings described herein and work closely with the legal counsel in response to any non-routine regulatory matters;

• Monitor each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, and advise Trust management and the applicable investment adviser of any potential or actual violations;

• Provide periodic testing of the Fund(s) requirements under the 1940 Act and limitations contained in the Registration Statements as may be mutually agreed upon, including compliance reporting to the designated Officer(s) of the Trust;

• Compute tax basis provisions for both excise and income tax purposes;

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• Facilitate and support the preparation of the Trust’ federal and state tax returns (including Form 1120-RIC, Form 8613, and any applicable state returns) and extension requests by the Trust’s independent accountants, review the tax returns prepared by the Trust’s independent accountants for consistency with Northern’s tax provisions and knowledge of the Trust, and provide copies to the Trust’s Treasurer for review, execution and filing;

• Prepare any supplemental tax information that is required at calendar year-end for mailing to shareholders or designated parties (including the ICI primary and secondary layouts sent to the broker dealer community);

• Calculate annual minimum distribution calculations (income and capital gain) prior to their declaration;

• Coordinate the audit of the Trust’s financial statements by the Trust’s independent accountants and provide applicable fund information, as requested, and office facilities for audits as necessary;

• Provide applicable fund information, as requested, in connection with audits and examinations by regulatory bodies;

• Prepare the annual and semi-annual shareholder reports (not including any Shareholder Letters or Management’s Discussion of Fund Performance) for typesetting by a financial printer (and facilitate subsequent changes to the typeset drafts) and the quarterly schedules of investments;

• Prepare for review by the designated Officer(s) of the Trust annual fund expense budgets, perform accrual analyses and roll forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust’s expenses and obtain authorization of accrual changes and expense payments;

• Prepare and furnish total return performance information for the Fund(s), including such information on an after-tax basis, calculate in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management;

• Provide sub-certifications in connection with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to services provided by Northern;

• Provide Northern’s Compliance Program for Registered Fund Clients annually;

• Provide the results of testing of the key controls of Northern’s Compliance Program for Registered Fund Clients quarterly;

• Coordinate the delivery of shareholder reports and prospectuses to current shareholders;

• Prepare and disseminate vendor survey information;

• Provide Fund-level reporting to assist in the preparation of annual shareholder reporting information relating to Form 1099-DIV;

• Prepare financial information relating to Form 1099-DIV, including completion of the ICI Primary and Secondary forms, Qualified Dividend Income, Dividends Received Deduction, Alternative Minimum Tax, Foreign Tax Credit and United States Government obligations; and

• Participate in discussions of potential tax issues with the Funds and the Funds’ audit firm.

Description of Intermediary Oversight Support Services:

• Provide administrative support for the collection of audit documents for up to 10 designated Intermediary Firms, to be selected from a list provided by Northern;

• Facilitate review of collected audit documents by National Quality Review (“NQR”); and

• Provide access to summary reports created by NQR in connection with NQR’s review of the audit documents.

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SCHEDULE C

FUND ACCOUNTING SERVICES

Northern shall provide the following services, in each case, subject to the direction of the Trust and in accordance with the policies and procedures established by the Trust:

Description of Accounting Services on a Continuous Basis:

• Maintain the books and records for the Trust’s assets including records of all securities transactions;

• Calculation of the Fund’s Net Asset Value per share utilizing prices obtained from mutually agreeable sources and transmitting valuation as required by the Trust and the investment adviser;

• Execute Security Pricing in accordance with Trust’s pricing policy;

• Reconcile positions, entitlements, accruals and cash with custody records and provide the investment adviser with the beginning cash balance available for investment purposes;

• Calculate monthly SEC yield, as applicable, and transmit information as required by the investment adviser;

• Verify and timely record investment buy/sell trade tickets when received from the investment adviser for the Fund;

• Compute, as appropriate, and in consultation with the Trust’s auditors and tax advisors, the net income and capital gains and losses, dividend payables, dividend factors, yields and weighted average maturity;

• Determine unrealized appreciation and depreciation on securities held by the Trust;

• Amortize premiums and accrete discounts on securities purchased at a price other than face value as directed by the Trust;

• Post Trust transactions to appropriate categories;

• Accrue expenses as established in the expense budget of the Trust;

• Determine the outstanding receivables and payables for all security trades, portfolio share transactions and income and expense accounts and distributions in accordance with the Trust policies and procedures;

• Coordinate with the Trust’s independent auditors and provide accounting reports in connection with the Trust’s regular annual audit and other routine audits and examinations by regulatory agencies; and

• Maintain historical tax lots for each security.

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SCHEDULE D

FUND LIST

Xxxxx Value Fund

Xxxxx International Value Fund

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