FIFTH AMENDMENT TO
Exhibit (e)(2)
FIFTH AMENDMENT TO
FLEXSHARES® TRUST
This Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 1, 2011, as amended, by and between FlexShares Trust (the “Trust”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of August 18, 2014 (the “Effective Date”).
WHEREAS, the Trust and Foreside desire to amend the list of Funds on Exhibit A to reflect the addition of the FlexShares® Disciplined Duration MBS Index Fund; and
WHEREAS, Section 8(c) of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the parties;
NOW THEREFORE, in consideration of the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:
| 1. | Exhibit A to the Agreement is hereby amended and restated as provided on Appendix A attached hereto. |
| 2. | Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. |
| 3. | All other terms and conditions of the Agreement remain in effect and are hereby incorporated herein by reference. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.
| FLEXSHARES TRUST | FORESIDE FUND SERVICES, LLC | |||||||
| By: | /s/ Xxxxx X. Xxxxx | By: | /s/ Xxxx Xxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxx | Xxxx Xxxxxxxxx, President | ||||||
| Title: | Vice President | |||||||
Appendix A
EXHIBIT A
FlexShares® Morningstar US Market Factor Tilt Index Fund
FlexShares® Morningstar Developed Markets ex-US Factor Tilt Index Fund
FlexShares® Morningstar Emerging Markets Factor Tilt Index Fund
FlexShares® Quality Dividend Index Fund
FlexShares® Quality Dividend Defensive Index Fund
FlexShares® Quality Dividend Dynamic Index Fund
FlexShares® International Quality Dividend Index Fund
FlexShares® International Quality Dividend Defensive Index Fund
FlexShares® International Quality Dividend Dynamic Index Fund
FlexShares® Morningstar Global Upstream Natural Resources Index Fund
FlexShares® STOXX® Global Broad Infrastructure Index Fund
FlexShares® Global Quality Real Estate Index Fund
FlexShares® iBoxx 3-Year Target Duration TIPS Index Fund
FlexShares® iBoxx 5-Year Target Duration TIPS Index Fund
FlexShares® Disciplined Duration MBS Index Fund
FlexShares® Ready Access Variable Income Fund
