JOINDER AND AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

Exhibit (k)(3)

JOINDER AND AMENDMENT

TO

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

This Amendment (“Amendment”) is made as of the 26th day of December, 2019, by and between each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust, ▇▇▇▇▇▇▇ Sachs Variable Insurance Trust and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust (“Existing Funds”), ▇▇▇▇▇▇▇ Sachs Credit Income Fund (“GSCIF”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 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 Existing Funds and each Series listed on Exhibit A to the Agreement, as such Exhibit A 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.

▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Income Fund and ▇▇▇▇▇▇▇ 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 Exhibit A shall be considered to have a separate agreement with BNY Mellon and hereby appoints BNY Mellon to provide 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.

 

2.

Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

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3.

Section 14 is hereby amended and restated as follows:

The names ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust, ▇▇▇▇▇▇▇ Sachs Variable Insurance Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust, ▇▇▇▇▇▇▇ Sachs Credit Income Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Diversified Income Fund are the designations of the Board of Trustees for the time being under their respective Declarations of Trust and all persons dealing with a Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents, nor shareholders of any Fund assumes any personal liability for obligations entered into on behalf of a Fund.

 

4.

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]

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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.

 

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EXHIBIT A

(Amended and Restated as of December 26, 2019)

▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST

▇▇▇▇▇▇▇ Sachs Blue Chip¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Growth¹

▇▇▇▇▇▇▇ Sachs Concentrated Growth¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Equity Income¹

▇▇▇▇▇▇▇ Sachs Financial Square Federal Instruments Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Government Fund

▇▇▇▇▇▇▇ Sachs Financial Square Money Market Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Prime Obligations Fund

▇▇▇▇▇▇▇ Sachs Financial Square Treasury Instruments Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Treasury Obligations Fund

▇▇▇▇▇▇▇ Sachs Financial Square Treasury Solutions Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ Flexible Cap¹

▇▇▇▇▇▇▇ Sachs Focused Value¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Infrastructure¹

▇▇▇▇▇▇▇ Sachs Growth Opportunities¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Money Market Fund

▇▇▇▇▇▇▇ Sachs Investor Tax-Exempt Money Market Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth Insights¹

▇▇▇▇▇▇▇ Sachs Large Cap Value¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Insights¹

▇▇▇▇▇▇▇ Sachs Mid Cap Value¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Equity Insights¹

▇▇▇▇▇▇▇ Sachs Small Cap Growth Fund*¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Insights¹

▇▇▇▇▇▇▇ Sachs Small Cap Value¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value Insights¹

▇▇▇▇▇▇▇ Sachs Small/Mid Cap Growth¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small/Mid Cap Value¹

▇▇▇▇▇▇▇ Sachs Strategic Growth¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Technology Opportunities¹

▇▇▇▇▇▇▇ Sachs U.S. Equity Insights¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ VARIABLE INSURANCE TRUST

▇▇▇▇▇▇▇ Sachs Government Money Market Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST

▇▇▇▇▇▇▇ Sachs Access Emerging Markets Local Currency Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Emerging Markets USD Bond ETF*

▇▇▇▇▇▇▇ Sachs Access High Yield Corporate Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Inflation Protected USD Bond ETF

▇▇▇▇▇▇▇ Sachs Access Investment Grade Corporate Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Treasury 0-1 Year ETF

▇▇▇▇▇▇▇ Sachs Access China Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate 1-5 Year Bond ETF*

▇▇▇▇▇▇▇ Sachs Access Investment Grade Corporate 10+ Year Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Total Bond Market ETF*

▇▇▇▇▇▇▇ Sachs Access U.S. Aggregate Bond ETF*

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▇▇▇▇▇▇▇ ▇▇▇▇▇ Access U.S. Treasury Bond ETF*

▇▇▇▇▇▇▇ Sachs Access Ultra Short Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Emerging Markets Equity ETF

▇▇▇▇▇▇▇ Sachs ActiveBeta^® Europe Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® International Equity ETF

▇▇▇▇▇▇▇ Sachs ActiveBeta^® Japan Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ Sachs ActiveBeta^® U.S. Small Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity ETF*

▇▇▇▇▇▇▇ Sachs Equal Weight U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Eurozone Banks ETF*

▇▇▇▇▇▇▇ Sachs Hedge Industry VIP ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity ETF*

▇▇▇▇▇▇▇ Sachs International Small Cap Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ JUST U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ Sachs Motif Data-Driven World ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Motif Finance Reimagined ETF

▇▇▇▇▇▇▇ Sachs Motif Human Evolution ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Motif Manufacturing Revolution ETF

▇▇▇▇▇▇▇ Sachs Motif New Age Consumer ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity ETF*

▇▇▇▇▇▇▇ SACHS CREDIT INCOME FUND*¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ REAL ESTATE DIVERSIFIED INCOME FUND*¹

 

*	The Fund has not yet commenced operations. ▇▇▇▇▇▇▇ Sachs Asset Management will provide notice to BNY Mellon to commence services upon the Fund’s launch.

1	BNY Mellon shall provide the services set forth in Schedules I and II to the Agreement except that BNY Mellon shall not provide, and the Funds shall not receive, the following services:

 

•

Schedule I – item number 2 (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)(12) under the ▇▇▇▇ ▇▇▇)

 

•

Schedule II –

 

•

Section I, item 5 (Daily Yields) and item 6 (Prepare Money Market Fee Waiver Spreadsheet as requested by Fund Controllers);

 

•

Section II; and

 

•

Section III, item 11 (Monthly Money Market Fee Waiver Spreadsheet in agreed-upon format as requested by Fund Controllers).

For clarity, Schedules III and IV to the Agreement do not apply.