AMENDMENT TO MANAGEMENT AGREEMENT
AMENDMENT TO
This Amendment, effective as of March 1, 2024, is to the Management Agreement (the “Agreement”) effective as of May 3, 2021, by and between XXXX XXXXX ETF INVESTMENT TRUST II, a Maryland statutory trust (the “Trust”), on behalf of CLEARBRIDGE FOCUS VALUE ESG ETF (the “Fund”), a series of the Trust, and XXXXXXXX XXXXXXXXX FUND ADVISER, LLC (formerly named Xxxx Xxxxx Partners Fund Advisor, LLC), a Delaware limited liability company (the “Manager”).
WITNESSETH:
WHEREAS, both the Manager and the Trust wish to replace Schedule A of the Agreement with Exhibit A noted below; and
WHEREAS, the Board of Trustees of the Trust, including a majority of the Independent Trustees of the Trust, approved this Amendment at a meeting called for such purpose on February 29, 2024.
NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree that Schedule A of the Agreement is removed and replaced with Exhibit A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on March 1, 2024.
XXXX XXXXX ETF INVESTMENT TRUST II on behalf of
CLEARBRIDGE FOCUS VALUE ESG ETF
| By: | /s/ Xxxxxxx X’Xxxxxx | |
| Name: | Xxxxxxx X’Xxxxxx | |
| Title: | President and Chief Executive Officer-Investment Management |
FRANKLIN XXXXXXXXX FUND ADVISER, LLC
| By: | /s/ Xxxx X. Trust | |
| Name: | Xxxx Xxxxx | |
| Title: | President |
Exhibit A
Schedule A
ClearBridge Focus Value ESG ETF
Date:
March 1, 2024
Fee:
0.47% of average daily net assets
