AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT

EX-99.(h)(3)

EXECUTION

AMENDMENT

TO

TRANSFER AGENCY AND SERVICES AGREEMENT

This Amendment (“Amendment”) is made as of the 13th day of December, 2019, by and between Xxxxxxx Xxxxx ETF Trust (the “Trust”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

BACKGROUND:

A. BNY Mellon and the Trust are parties to a Transfer Agency and Services Agreement dated as of April 22, 2015, as amended to date (the “Agreement”), relating to BNY Mellon’s provision of services to the Trust and each of its series listed on Schedule A to the Agreement, as such Schedule A may be amended from time to time (each a “Fund”).

B. The parties desire to amend the Agreement as set forth herein.

TERMS:

The parties hereby agree that:

1. Schedule A to the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto.

2. Miscellaneous.

(a) Capitalized terms not defined in this Amendment shall remain in full force and effect. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control.

(b) As hereby amended and supplemented, the Agreement shall remain in full force and effect.

(c) The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto.

(d) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

(e) This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

XXXXXXX XXXXX ETF TRUST
On behalf of each of its Funds Identified on Schedule A attached hereto
By:		/s/ Levee Xxxxxx
Name:		Levee Xxxxxx
Title:		Vice President
THE BANK OF NEW YORK MELLON
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director

EXECUTION

SCHEDULE A

(Amended and Restated as of December 13, 2019)

Xxxxxxx Xxxxx Access Emerging Markets Local Currency Bond ETF*

Xxxxxxx Sachs Access Emerging Markets USD Bond ETF*

Xxxxxxx Xxxxx Access High Yield Corporate Bond ETF

Xxxxxxx Sachs Access Investment Grade Corporate Bond ETF

Xxxxxxx Xxxxx Access Inflation Protected USD Bond ETF

Xxxxxxx Sachs Access Treasury 0-1 Year ETF

(formerly, Xxxxxxx Xxxxx TreasuryAccess 0-1 Year ETF)

Xxxxxxx Sachs Access China Bond ETF*

Xxxxxxx Xxxxx Access Investment Grade Corporate 1-5 Year Bond ETF*

Xxxxxxx Sachs Access Investment Grade Corporate 10+ Year Bond ETF*

Xxxxxxx Xxxxx Access Total Bond Market ETF*

Xxxxxxx Sachs Access U.S. Aggregate Bond ETF*

Xxxxxxx Xxxxx Access U.S. Treasury Bond ETF*

Xxxxxxx Sachs ActiveBeta^® Emerging Markets Equity ETF

Xxxxxxx Xxxxx ActiveBeta^® Europe Equity ETF

Xxxxxxx Sachs ActiveBeta^® International Equity ETF

Xxxxxxx Xxxxx ActiveBeta^® Japan Equity ETF

Xxxxxxx Sachs ActiveBeta^® U.S. Large Cap Equity ETF

Xxxxxxx Xxxxx ActiveBeta^® U.S. Small Cap Equity ETF

Xxxxxxx Sachs Equal Weight U.S. Large Cap Equity ETF

Xxxxxxx Xxxxx Eurozone Banks ETF

Xxxxxxx Sachs Hedge Industry VIP ETF

Xxxxxxx Xxxxx JUST U.S. Large Cap Equity ETF

Xxxxxxx Sachs Motif Data-Driven World ETF

Xxxxxxx Xxxxx Motif Finance Reimagined ETF

Xxxxxxx Sachs Motif Human Evolution ETF

Xxxxxxx Xxxxx Motif Manufacturing Revolution ETF

Xxxxxxx Sachs Motif New Age Consumer ETF

Xxxxxxx Xxxxx Access Ultra Short Bond ETF

Xxxxxxx Sachs Emerging Markets Equity ETF*

Xxxxxxx Xxxxx International Equity ETF*

Xxxxxxx Sachs International Small Cap Equity ETF*

Xxxxxxx Xxxxx U.S. Equity ETF*

* The Fund has not yet commenced operations. GSAM will provide BNY Mellon notice to commence services upon the Fund’s launch.