FORM OF AMENDMENT TO FLEXSHARES TRUST ETF DISTRIBUTION AGREEMENT
FORM OF AMENDMENT TO
This 1st Amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of May 31, 2017, by and between FlexShares Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”), is entered into as of _____, 2018 (the “Effective Date”).
WHEREAS, Trust and Distributor desire to amend Exhibit A of the Agreement to reflect the addition of a Fund; and
WHEREAS, Section 8(c) of the Agreement requires that amendments to the Agreement be made in writing and executed by the parties.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Trust and Distributor hereby agree as follows:
| 1. | Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. |
| 2. | Exhibit A to the Agreement is hereby amended and restated by Appendix attached hereto to reflect the addition of FlexShares® High Yield Value-Scored Bond Index Fund. |
| 3. | Except as expressly amended hereby, all of the provisions of the Agreement are restated and in full force and effect to the same extent as if fully set forth herein. |
| 4. | This Amendment shall be governed by and the provisions of this Amendment shall be construed and interpreted under and in accordance with the laws of the State of Delaware. |
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: | By: | |||||||
| Name: Xxxxx X. Xxxxx | Name: Xxxx Xxxxxxxxx | |||||||
| Title: President | Title: President | |||||||
Appendix A
EXHIBIT A
| FlexShares® Credit-Scored US Corporate Bond Index Fund |
| FlexShares® Credit-Scored US Long Corporate Bond Index Fund |
| FlexShares® Disciplined Duration MBS Index Fund |
| FlexShares® iBoxx 3-Year Target Duration TIPS Index Fund |
| FlexShares® iBoxx 5-Year Target Duration TIPS Index Fund |
| FlexShares® International Quality Dividend Defensive Index Fund |
| FlexShares® International Quality Dividend Dynamic Index Fund |
| FlexShares® International Quality Dividend Index Fund |
| FlexShares® Global Quality Real Estate Index Fund |
| FlexShares® Morningstar Developed Markets ex-US Factor Tilt Index Fund |
| FlexShares® Morningstar Emerging Markets Factor Tilt Index Fund |
| FlexShares® Morningstar Global Upstream Natural Resources Index Fund |
| FlexShares® Morningstar US Market Factor Tilt Index Fund |
| FlexShares® Quality Dividend Defensive Index Fund |
| FlexShares® Quality Dividend Dynamic Index Fund |
| FlexShares® Quality Dividend Index Fund |
| FlexShares® Ready Access Variable Income Fund |
| FlexShares® STOXX® Global Broad Infrastructure Index Fund |
| FlexShares® US Quality Large Cap Index Fund |
| FlexShares® Currency Hedged Xxxxxxxxxxx XX ex-US Factor Tilt Index Fund |
| FlexShares® Currency Hedged Morningstar EM Factor Tilt Index Fund |
| FlexShares® STOXX® US ESG Impact Index Fund |
| FlexShares® STOXX® Global ESG Impact Index Fund |
| FlexShares® Real Assets Allocation Index Fund |
| FlexShares® Core Select Bond Fund |
| FlexShares® High Yield Value-Scored Bond Index Fund |
