AMENDMENT TO THE FUND SERVICING AGREEMENT BETWEEN FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
Exhibit (h)(17)
AMENDMENT
TO THE FUND SERVICING AGREEMENT BETWEEN
FLEXSHARES TRUST AND JPMORGAN CHASE BANK, N.A.
THIS AMENDMENT (the “Amendment”) is made and effective as of September 1, 2022 by FlexShares Trust, severally and for and on behalf of each Fund (as defined in the Agreement) and JPMorgan Chase Bank, N.A., (“X.X. Xxxxxx”), to the Fund Servicing Agreement (the “Agreement”), dated August 19, 2011, as amended, between FlexShares Trust, severally and for and on behalf of each Fund and X.X. Xxxxxx.
WHEREAS, FlexShares Trust and X.X. Xxxxxx entered into the Agreement pursuant to which X.X. Xxxxxx was appointed to provide fund administration services, and the parties now wish to amend Sections 7.1 and 7.2 of the Agreement.
NOW, THEREFORE in consideration of the mutual agreements contained herein, FlexShares Trust and X.X. Xxxxxx agree as follows:
| 1. | Terms defined in the Agreement shall, save to the extent that the context otherwise requires, bear the same respective meanings in this Amendment. |
| 2. | Section 7.1 is hereby deleted in its entirety and replaced with the following: |
The initial term of this Agreement shall be for a period of three years following the date on which X.X. Xxxxxx commenced providing services under the Agreement (“Initial Term”). Following the Initial Term, the Agreement will continue for additional two-year terms, with the last such term ending August 31, 2022. Thereafter, an additional term of the Agreement shall commence on September 1, 2022 and continue until August 31, 2026 (the “Additional Term”). Following the Additional Term, the Agreement will automatically renew for one-year periods ending August 31, unless and until a valid termination notice is given by the Trust, on behalf of one or more Funds, at least sixty (60) days prior to the end of the applicable term or by X.X. Xxxxxx at least one hundred and eighty (180) days prior to the end of the applicable term. Notwithstanding the above, in the event of the termination of the Global Custody Agreement or the Agency Servicing Agreement between X.X. Xxxxxx and the Trust, X.X. Xxxxxx or the Trust at any time may terminate this Agreement in whole or in part.
| 3. | The following Section 7.2(d) shall be added immediately following Section 7.2(c): |
(c) Starting on the second anniversary of the commencement of the Additional Term, the Customer may terminate this Agreement at any time prior to August 31, 2025 by giving not less than one hundred twenty (120) days’ prior written notice to X.X. Xxxxxx and upon payment of a $1,000,000 termination fee prior to the termination date. Starting on the third anniversary of the commencement of the Additional Term, up to and including any time prior to August 31, 2026, the Customer may terminate this Agreement by giving not less than one hundred twenty (120) days’ prior written notice to X.X. Xxxxxx and upon payment of a $500,000 termination fee prior to the termination date.
Each party represents to the other parties that all representations contained in the Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.
| 4. | Each party represents to the other parties that all representations contained in the Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment. |
This Amendment may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.
THIS AMENDMENT WILL BE CONSTRUED, REGULATED, AND ADMINISTERED UNDER THE LAWS OF THE UNITED STATES OR STATE OF NEW YORK, AS APPLICABLE, WITHOUT REGARD TO NEW YORK’S PRINCIPLES REGARDING CONFLICT OF LAWS, EXCEPT THAT THE FOREGOING SHALL NOT REDUCE ANY STATUTORY RIGHT TO CHOOSE NEW YORK LAW OR FORUM.
IN WITNESS WHEREOF, FlexShares Trust and X.X. Xxxxxx have caused their names to be signed by their respective officers thereunto duly authorized, in each case, as of the date first above written.
| FLEXSHARES TRUST | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: President | ||
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Executive Director | ||
