AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
Exhibit (h)(2)
AMENDMENT
TO
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment (“Amendment”) is made as of March 10, 2022 (“Effective Date”), by and between each of Xxxxxxx Xxxxx ETF Trust and Xxxxxxx Sachs ETF Trust II, separately and not jointly (each, a “Trust” and collectively, the “Trusts”), and THE BANK OF NEW YORK MELLON (the “Bank”).
BACKGROUND:
| A. | The Bank and Xxxxxxx Xxxxx ETF Trust are parties to a Transfer Agency and Services Agreement dated as of April 22, 2015, as amended to date (the “Agreement”), relating to the Bank’s provision of services to the Xxxxxxx Sachs ETF 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 Bank and the Trusts desire to amend the Agreement as set forth herein. |
TERMS:
The parties hereby agree that:
| 1. | The Agreement is hereby amended as of the Effective Date by deleting the introductory clause in its entirety and replacing it with the following: |
“THIS AGREEMENT is made as of the 22nd day of April, 2015, by and between each entity listed on Schedule A hereto (each such entity referred to herein as the “Trust”), on behalf of each of its series listed on Schedule A hereto, as updated from time to time (each, a “Fund,” and collectively, the “Funds”), and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Bank”). A separate agreement between each Trust and the Bank shall be deemed to have been established as if each such Trust had executed a separate Agreement with the Bank, the terms of which are set forth in this Agreement.”
| 2. | Schedule A to the Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
| 3. | 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) | The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment. |
| (e) | This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws. |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
| XXXXXXX XXXXX ETF TRUST | ||
| On behalf of each of its Funds identified on Schedule A attached hereto | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President | |
| XXXXXXX SACHS ETF TRUST II On behalf of each of its Funds identified on Schedule A attached hereto | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Relationship Manager | |
SCHEDULE A
(Amended and Restated as of March 10, 2022)
XXXXXXX XXXXX ETF TRUST
Xxxxxxx Sachs Access Emerging Markets Local Currency Bond ETF*
Xxxxxxx Xxxxx Access Emerging Markets USD Bond ETF
Xxxxxxx Sachs Access High Yield Corporate Bond ETF
Xxxxxxx Xxxxx Access Investment Grade Corporate Bond ETF
Xxxxxxx Sachs Access Inflation Protected USD Bond ETF
Xxxxxxx Xxxxx Access Treasury 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 Ultra Short Bond ETF
Xxxxxxx Xxxxx Access U.S. Aggregate Bond ETF
Xxxxxxx Sachs Access U.S. Treasury Bond ETF*
Xxxxxxx Xxxxx ActiveBeta® Emerging Markets Equity ETF
Xxxxxxx Sachs ActiveBeta® Europe Equity ETF
Xxxxxxx Xxxxx ActiveBeta® International Equity ETF
Xxxxxxx Sachs ActiveBeta® Japan Equity ETF
Xxxxxxx Xxxxx ActiveBeta® Paris-Aligned Climate U.S. Large Cap Equity ETF
Xxxxxxx Sachs ActiveBeta® U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx ActiveBeta® U.S. Low Vol Plus Equity ETF*
Xxxxxxx Sachs ActiveBeta® U.S. Small Cap Equity ETF
Xxxxxxx Xxxxx Bloomberg Clean Energy Equity ETF
Xxxxxxx Sachs Equal Weight U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx Future Consumer Equity ETF
Xxxxxxx Sachs Future Health Care Equity ETF
Xxxxxxx Xxxxx Future Planet Equity ETF
Xxxxxxx Sachs Future Real Estate and Infrastructure Equity ETF
Xxxxxxx Xxxxx Future Tech Leaders Equity ETF
Xxxxxxx Sachs Hedge Industry VIP ETF
Xxxxxxx Xxxxx Innovate Equity ETF
Xxxxxxx Sachs JUST U.S. Large Cap Equity ETF
Xxxxxxx Xxxxx MarketBeta Emerging Markets Equity ETF
Xxxxxxx Sachs MarketBeta International Equity ETF
Xxxxxxx Xxxxx MarketBeta International Small Cap Equity ETF*
Xxxxxxx Sachs MarketBeta U.S. Equity ETF
Xxxxxxx Xxxxx ActiveBeta World Low Vol Plus Equity ETF
XXXXXXX SACHS ETF TRUST II
Xxxxxxx Xxxxx MarketBeta U.S. 1000 Equity ETF*
| * | The Fund has not yet commenced operations. GSAM will provide the Bank notice to commence services upon the Fund’s launch. |
