AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN AND AGREEMENT
AMENDMENT NO. 2 TO
AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN AND AGREEMENT
THIS AMENDMENT NO. 2 (this “Amendment”) to the AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN AND AGREEMENT, dated March 24, 2021, novated October 1, 2021, and amended December 28, 2022 (the “Agreement”), is made and effective as of April 28, 2025, by and among PARNASSUS FUNDS and PARNASSUS FUNDS II, each a Massachusetts business trust (collectively, the “Trusts”), and PARNASSUS INVESTMENTS, LLC, a Delaware limited liability company (“Parnassus”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
RECITALS
WHEREAS, pursuant to the Agreement, ▇▇▇▇▇▇▇▇▇ performs certain services for the series of the Trusts (collectively, the “Funds”); and
WHEREAS, the parties agree to amend Exhibit 1 to the Agreement, which lists the Funds covered by the Agreement, to make certain updates and add a new series, the Parnassus International Equity Fund.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
| 1. | Amendment to Exhibit. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the Exhibit 1 attached hereto. |
| 2. | Representations and Warranties. Each party represents that it has full power and authority to enter into and perform this Amendment. |
| 3. | Miscellaneous. |
| a. | This Amendment supplements and amends the Agreement. As amended hereby, all terms and conditions of the Agreement are hereby ratified and affirmed as of the date hereof and are extended to give effect to the terms hereof. This Amendment, together with the Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect hereto, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment. Except as expressly modified hereby, the Agreement shall continue in full force and effect in accordance with its terms and conditions. |
| b. | Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto. |
| c. | Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment. |
| d. | This Amendment may be executed and delivered in counterparts (through facsimile transmission or otherwise in writing), each such counterpart shall be deemed an original, and all such counterparts, together, shall constitute the same Amendment. |
| e. | This Amendment shall be governed by and construed in accordance with the laws and exclusive jurisdiction provisions of the Agreement. |
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.
| PARNASSUS FUNDS | PARNASSUS INVESTMENTS, LLC | |||||||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ |
By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ | Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| Title: | Secretary | Title: | President and Chief Executive Officer | |||||
| PARNASSUS FUNDS II | ||||||||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ |
|||||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ | |||||||
| Title: | Secretary | |||||||
Signature Page
EXHIBIT 1
AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN AND AGREEMENT
by and among
PARNASSUS FUNDS and PARNASSUS FUNDS II and
PARNASSUS INVESTMENTS, LLC
LIST OF FUNDS COVERED UNDER THE AGREEMENT
Parnassus Growth Equity Fund – Investor Shares
Parnassus Growth Equity Fund – Institutional Shares
Parnassus Mid Cap Growth Fund – Investor Shares
Parnassus Mid Cap Growth Fund – Institutional Shares
Parnassus Mid Cap Fund – Investor Shares
Parnassus Mid Cap Fund – Institutional Shares
Parnassus Value Equity Fund – Investor Shares
Parnassus Value Equity Fund – Institutional Shares
Parnassus International Equity Fund – Investor Shares
Parnassus International Equity Fund – Institutional Shares
Parnassus Core Equity Fund – Investor Shares
Parnassus Core Equity Fund – Institutional Shares
Exhibit 1