AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

EX-99(h)(41)

AMENDMENT TO

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

This Amendment (“Amendment”) dated as of October 12, 2023 (the “Effective Date”) is made by and among each of Cayman Commodity-MFS, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust II and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Diversified Income Fund, separately and not jointly (collectively, the “Funds”), and The Bank of New York Mellon (“BNY Mellon”).

BACKGROUND:

 

A.

BNY Mellon and the Funds are parties to that certain Fund Administration and Accounting Agreement dated as of April 5, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) relating to BNY Mellon’s provision of services to the Funds and each Series or subsidiary of a Series or a Fund, as applicable, 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:

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, and intending to be legally bound, the parties agree as follows:

1. The Agreement is hereby amended as of the Effective Date by adding the following to Schedule I (Administrative Services):

Calculation and Invoicing of Variable Expenses (“Expense Calc Services”):

 

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BNYM will independently calculate the monthly fees for ▇▇▇▇▇▇▇ ▇▇▇▇▇ as it relates to their management fees, expense reimbursements, transfer agent fees and distribution service fees (as applicable).

 

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BNYM will prepare invoice and provide calculation report and invoice to ▇▇▇▇▇▇▇ ▇▇▇▇▇ for review and approval.

2. The Agreement is hereby amended as of the Effective Date by adding the following to Schedule IV (ETF Services):

Calculation and Invoicing of Variable Expenses (“Expense Calc Services”):

 

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BNYM will independently calculate the monthly fees for ▇▇▇▇▇▇▇ ▇▇▇▇▇ as it relates to their management fees, expense reimbursements, transfer agent fees and distribution service fees (as applicable).

 

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BNYM will prepare invoice and provide calculation report and invoice to ▇▇▇▇▇▇▇ ▇▇▇▇▇ for review and approval.

 

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3. Miscellaneous

(a) Capitalized terms not defined in this Amendment have their respective meanings as defined in the Agreement.

(b) As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control with respect to the subject matter of this Amendment. From and after the Effective Date, any reference to the Agreement shall be a reference to the Agreement as amended hereby.

(c) The Agreement, as amended hereby, together with its Exhibits and Schedules, 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) The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.

(e) The Agreement, as amended hereby, together with its Exhibits and Schedules, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(f) This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.

[Remainder of page intentionally left blank]

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the Effective Date. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.

 

 

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EXHIBIT A

(Amended and Restated as of October 12, 2023)

CAYMAN COMMODITY-MFS, LLC¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST

▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Core Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ China Equity Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Concentrated Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Dynamic Municipal Income Fund^{1 3}

▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity Ex. China Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Enhanced Dividend Global Equity Portfolio¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Equity Income Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ ESG Emerging Markets Equity Fund¹

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

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

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

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

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

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Flexible Cap Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Focused Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Infrastructure Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Real Estate Securities Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield Municipal Fund^{1 3}

▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity ESG Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Income Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ International Small Cap Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ International Tax-Managed Equity Fund¹

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Managed Futures Strategy Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Income Completion Fund^{1 3}

▇▇▇▇▇▇▇ ▇▇▇▇▇ Short Duration Tax-Free Fund^{1 3}

▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Securities Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Insights Fund¹

 

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▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small/Mid Cap Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small/Mid Cap Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Strategic Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Tax-Advantaged Global Equity Portfolio¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Technology Opportunities Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity ESG Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Tax-Managed Equity Fund¹

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Core Fixed Income Fund^{1 3}

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trend Driven Allocation Fund ¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Government Money Market Fund

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Value Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Multi-Strategy Alternatives Portfolio¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Strategic Growth Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity Insights Fund¹

▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Emerging Markets USD Bond ETF³

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access High Yield Corporate Bond ETF³

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate Bond ETF³

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access China Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate 1-5 Year Bond ETF³

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access U.S. Aggregate Bond ETF³

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Ultra Short Bond ETF³

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

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

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Paris-Aligned Climate U.S. Large Cap Equity ETF

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® U.S. Low Vol Plus Equity ETF*

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Bloomberg Clean Energy Equity ETF

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Consumer Equity ETF

 

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▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Health Care Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Planet Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Real Estate and Infrastructure Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Tech Leaders Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Hedge Industry VIP ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Innovate Equity ETF

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® Emerging Markets Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® International Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® International Small Cap Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® U.S. Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® World Low Vol Plus Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-Aligned Climate High Yield Corporate Bond ETF^3*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Community Municipal Bond ETF³

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Paris-Aligned Climate Emerging Markets Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Paris Aligned Climate International Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® U.S. Small Cap Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Emerging Markets Low Vol Plus Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Treasury 0-6 Month ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Defensive Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ North American Pipelines & Power Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Nasdaq-100 Core Premium Income ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ S&P 500 Core Premium Income ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Core Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST II

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® U.S. 1000 Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® Total International Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ REAL ESTATE DIVERSIFIED INCOME FUND¹

DIF Investments LLC, a wholly-owned subsidiary^{1 4}

DIF Investments II LLC, a wholly-owned subsidiary^{1 4}

DIF Investments III LLC, a wholly-owned subsidiary^{1 4}

GS REIT OPERATING PARTNERSHIP L.P.^{2 4}

GS REIT FI TRS LTD.^{2 4}

 

 

 

*	The Fund has not yet commenced operations. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 Fund shall not receive, the following services:

 

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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 1940 Act)

 

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Schedule II –

 

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

 

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Section II; and

 

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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.

 

2	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 Fund shall not receive, the following services:

 

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Expense Budgeting services as set forth in the amendment to the Agreement dated January 6, 2016

 

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Calculation and invoicing of variable expenses

 

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Calculation of net asset value per share

 

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Schedule I –

 

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Item 1 (Subject to approval by the Fund Controllers team and legal counsel, coordinate the preparation, filing, printing and dissemination of periodic reports and other information to the SEC and the Fund’s shareholders, including annual and semi-annual reports to shareholders, Form N-CEN, Form N-CSR, Form N-PORT, and notices pursuant to Rule 24(f)-2);

 

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Item 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 1940 Act);

 

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Item 3 (Prepare statistical reports for outside information services as mutually agreed by the parties);

 

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Item 4 (Prepare reports to rating agencies, including Standard & Poors, ▇▇▇▇▇’▇ and Fitch);

 

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Item 5 (Attend shareholder and Board meetings as requested from time to time); and

 

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Item 7 (Provide wash sale reporting on a periodic basis)

 

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Schedule II –

 

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Section I, item 3 (Statement of net asset value per share), item 5 (Daily yields), and item 6 (Prepare Money Market Fee Waiver Spreadsheet as requested by Fund Controllers)

 

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Section II

 

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Section III, item 4 (Subscriptions Journal), item 5 (Redemptions Journal), item 8 (Open Subscriptions/Redemption Reports), item 10 (Broker Net Trades Reports), and item 11 (Monthly Money Market Fee Waiver Spreadsheet in agreed upon format as requested by Fund Controllers)

 

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Section V, item 5 (Capital stock sold) and item 6 (Capital stock redeemed)

For clarity, (1) Schedules III and IV to the Agreement do not apply and (2) services specifically related to investment companies registered under the 1940 Act do not apply.

 

3	The service set forth in section (o) of Schedule IV will apply.

4	Will not receive Expense Calc Services.

 

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