EX-99.(K)(3) 6 d891860dex99k3.htm ADDENDUM TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT Addendum 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 Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust and Goldman Sachs ETF Trust (“Existing Funds”), Goldman Sachs Credit Income Fund (“GSCIF”), and Goldman Sachs 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.

Goldman Sachs Credit Income Fund and Goldman 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.


  3.

Section 14 is hereby amended and restated as follows:

The names Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs ETF Trust, Goldman Sachs Credit Income Fund and Goldman Sachs 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]


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.

 

GOLDMAN SACHS TRUST
On behalf of each of its Series identified on Exhibit A attached hereto
By:  

/s/ Levee Brooks

Name:   Levee Brooks
Title:   Vice President
GOLDMAN SACHS VARIABLE INSURANCE TRUST
On behalf of each of its Series identified on Exhibit A attached hereto
By:  

/s/ Levee Brooks

Name:   Levee Brooks
Title:   Vice President
GOLDMAN SACHS ETF TRUST
On behalf of each of its Series identified on Exhibit A attached hereto
By:  

/s/ Levee Brooks

Name:   Levee Brooks
Title:   Vice President
GOLDMAN SACHS CREDIT INCOME FUND
By:  

/s/ Levee Brooks

Name:   Levee Brooks
Title:   Vice President
GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
By:  

/s/ Levee Brooks

Name:   Levee Brooks
Title:   Vice President


THE BANK OF NEW YORK MELLON
By:  

/s/ Robert Snyder

Name:   Robert Snyder
Title:   Managing Director


EXHIBIT A

(Amended and Restated as of December 26, 2019)

GOLDMAN SACHS TRUST

Goldman Sachs Blue Chip1

Goldman Sachs Capital Growth1

Goldman Sachs Concentrated Growth1

Goldman Sachs Equity Income1

Goldman Sachs Financial Square Federal Instruments Fund

Goldman Sachs Financial Square Government Fund

Goldman Sachs Financial Square Money Market Fund

Goldman Sachs Financial Square Prime Obligations Fund

Goldman Sachs Financial Square Treasury Instruments Fund

Goldman Sachs Financial Square Treasury Obligations Fund

Goldman Sachs Financial Square Treasury Solutions Fund

Goldman Sachs Flexible Cap1

Goldman Sachs Focused Value1

Goldman Sachs Global Infrastructure1

Goldman Sachs Growth Opportunities1

Goldman Sachs Investor Money Market Fund

Goldman Sachs Investor Tax-Exempt Money Market Fund

Goldman Sachs Large Cap Growth Insights1

Goldman Sachs Large Cap Value1

Goldman Sachs Large Cap Value Insights1

Goldman Sachs Mid Cap Value1

Goldman Sachs Small Cap Equity Insights1

Goldman Sachs Small Cap Growth Fund*1

Goldman Sachs Small Cap Growth Insights1

Goldman Sachs Small Cap Value1

Goldman Sachs Small Cap Value Insights1

Goldman Sachs Small/Mid Cap Growth1

Goldman Sachs Small/Mid Cap Value1

Goldman Sachs Strategic Growth1

Goldman Sachs Technology Opportunities1

Goldman Sachs U.S. Equity Insights1

GOLDMAN SACHS VARIABLE INSURANCE TRUST

Goldman Sachs Government Money Market Fund

GOLDMAN SACHS ETF TRUST

Goldman Sachs Access Emerging Markets Local Currency Bond ETF*

Goldman Sachs Access Emerging Markets USD Bond ETF*

Goldman Sachs Access High Yield Corporate Bond ETF

Goldman Sachs Access Inflation Protected USD Bond ETF

Goldman Sachs Access Investment Grade Corporate Bond ETF

Goldman Sachs Access Treasury 0-1 Year ETF

Goldman Sachs Access China Bond ETF*

Goldman Sachs Access Investment Grade Corporate 1-5 Year Bond ETF*

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

Goldman Sachs Access Total Bond Market ETF*

Goldman Sachs Access U.S. Aggregate Bond ETF*


Goldman Sachs Access U.S. Treasury Bond ETF*

Goldman Sachs Access Ultra Short Bond ETF

Goldman Sachs ActiveBeta® Emerging Markets Equity ETF

Goldman Sachs ActiveBeta® Europe Equity ETF

Goldman Sachs ActiveBeta® International Equity ETF

Goldman Sachs ActiveBeta® Japan Equity ETF

Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF

Goldman Sachs ActiveBeta® U.S. Small Cap Equity ETF

Goldman Sachs Emerging Markets Equity ETF*

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

Goldman Sachs Eurozone Banks ETF*

Goldman Sachs Hedge Industry VIP ETF

Goldman Sachs International Equity ETF*

Goldman Sachs International Small Cap Equity ETF*

Goldman Sachs JUST U.S. Large Cap Equity ETF

Goldman Sachs Motif Data-Driven World ETF

Goldman Sachs Motif Finance Reimagined ETF

Goldman Sachs Motif Human Evolution ETF

Goldman Sachs Motif Manufacturing Revolution ETF

Goldman Sachs Motif New Age Consumer ETF

Goldman Sachs U.S. Equity ETF*

GOLDMAN SACHS CREDIT INCOME FUND*1

GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND*1

 

*

The Fund has not yet commenced operations. Goldman 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 1940 Act)

 

   

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.