AMENDMENT TO TRANSFER AND ADMINISTRATIVE AGENCY AGREEMENT
Exhibit (h-3)
AMENDMENT
TO
TRANSFER AND ADMINISTRATIVE AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AND ADMINISTRATIVE AGENCY AGREEMENT (this “Amendment”) is made as of January 18, 2023 by and between BROWN BROTHERS XXXXXXXX & CO., a limited partnership organized under the laws of the State of New York (“BBH&Co.” or the “Administrator”), and THE XXXXX ETF TRUST (the “Trust”) on behalf of each series of the Trust listed on Appendix A to the Agreement.
WHEREAS, the Administrator and the Trust entered into a Transfer and Administrative Agency Agreement, dated as of January 4, 2021 (as amended, modified and/or supplemented to date, the “Agreement”; all capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
WHEREAS, the Administrator and the Trust desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Administrator and the Trust hereby agree as follows:
1. The Agreement is hereby amended by deleting the existing Appendix A in its entirety and replaced with the Appendix A attached hereto.
2. Except as specifically amended hereby, the Agreement remains unchanged, in full force and effect and binding on the parties in accordance with its terms. Each Fund hereby ratifies and affirms all terms and provisions of the Agreement, as amended hereby.
3. This Amendment may be executed in any number of counterparts each of which shall be deemed to be an original. This Amendment shall become effective when one or more counterparts have been signed and delivered by each of the parties. A photocopy or telefax of the Amendment shall be acceptable evidence of the existence of the Amendment and the Administrator shall be protected in relying on the photocopy or telefax until the Administrator has received the original of the Agreement.
4. This Amendment, together with the Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect hereto. Except as expressly modified hereby, the Agreement shall continue in full force and effect in accordance with its terms and conditions.
5. This Amendment shall be construed in accordance the governing law and exclusive jurisdiction provisions of the Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, each of the undersigned parties has executed this Amendment to Administrative Agency Agreement effective as of the date first above written.
| BROWN BROTHERS XXXXXXXX & CO. |
| By: /s/ Xxxx Xxxxxx |
| Name: Xxxx Xxxxxx |
| Title: Managing Director |
| Date: 18 January 2023 |
| THE XXXXX ETF TRUST |
| By: /s/ Xxxx Xxxxx |
| Name: Xxxx Xxxxx |
| Title: Secretary and Chief Compliance Officer |
| Date: January 17, 2023 |
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APPENDIX A
TO
TRANSFER AND ADMINISTRATIVE AGENCY AGREEMENT
LIST OF FUNDS
Dated as of January 18, 2023
The following is a list of Funds for which BBH shall serve under the Transfer and Administrative Agency Agreement dated as of January 4, 2021:
The Xxxxx ETF Trust
Xxxxx 00 XXX
Xxxxx Mid Cap 40 ETF
Xxxxx Xxxxxxxxxx Enduring Growth ETF
