FIFTH AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Exhibit 99.(e)(2)
FIFTH AMENDMENT TO
This fifth amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of October 2, 2023, by and between The 2023 ETF Series Trust II and Foreside Fund Services, LLC (together, the “Parties”) is effective as of August 20, 2025.
WHEREAS, the Parties desire to amend the Exhibit A of the Agreement to reflect an updated funds list.
WHEREAS, Section 8(b) of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.
2. Exhibit A of the Agreement is hereby deleted and replaced in its entirety by Exhibit A attached hereto.
3. Except as expressly amended hereby, all the provisions of the Agreement shall remain unamended 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 have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers.
| THE 2023 ETF SERIES TRUST II | FORESIDE FUND SERVICES, LLC | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Secretary | Title: | President | |
| Date: | Date: | |||
EXHIBIT A
GMO U.S. Quality ETF
GMO International Quality ETF
GMO International Value ETF
GMO U.S. Value ETF
GMO Beyond China ETF
GMO Systematic Investment Grade Credit ETF
GMO Horizons ETF
GMO Dynamic Allocation ETF
GMO Domestic Resilience ETF
GMO Ultra-Short Income ETF