AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT

EX-99 (h)(8)

Execution Version

AMENDMENT

TO

TRANSFER AGENCY AND SERVICES AGREEMENT

This Amendment (“Amendment”) is made as of October 12, 2023 (“Effective Date”), by and between each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 certain of the Trusts 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 Trusts 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)

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

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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.

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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.

 

 

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SCHEDULE A

(Amended and Restated as of October 14, 2023)

▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Emerging Markets Local Currency Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Emerging Markets USD Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access High Yield Corporate Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Inflation Protected USD Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Treasury 0-1 Year ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access China Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate 1-5 Year Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate 10+ Year Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Total Bond Market ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Ultra Short Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access U.S. Aggregate Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access U.S. Treasury Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Emerging Markets Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Europe Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® International Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Japan Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Paris-Aligned Climate U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® U.S. Low Vol Plus Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® U.S. Small Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Bloomberg Clean Energy Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Equal Weight U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Consumer Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Health Care Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Planet Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Real Estate and Infrastructure Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Tech Leaders Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Hedge Industry VIP ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Innovate Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ JUST U.S. Large Cap Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® Emerging Markets Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® International Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® International Small Cap Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® U.S. Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® World Low Vol Plus Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-Aligned Climate High Yield Corporate Bond ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Community Municipal Bond ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Paris-Aligned Climate Emerging Markets Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Paris-Aligned Climate International Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® U.S. Small Cap Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta^® Emerging Markets Low Vol Plus Equity ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Treasury 0-6 Month ETF*

▇▇▇▇▇▇▇ ▇▇▇▇▇ Defensive Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ North American Pipelines & Power Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ Nasdaq-100 Core Premium Income ETF*¹

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▇▇▇▇▇▇▇ ▇▇▇▇▇ S&P 500 Core Premium Income ETF*²

▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Core Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST II

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® U.S. 1000 Equity ETF

▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta^® Total International Equity ETF

 

*

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

1

Fund name was changed from ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Tech Index Equity Premium Income ETF*

2

Fund name was changed from ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity Income ETF*