BNY Mellon ETF Trust II Sample Contracts

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Exhibit 5(d) SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166
Sub-Investment Advisory Agreement • November 4th, 1997 • Dreyfus Disciplined Equity Income Fund

As you are aware, Dreyfus Premier Tax Managed Growth Fund (the "Fund"),a series of The Dreyfus/Laurel Funds, Inc., a Maryland corporation (the "Company"), desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Articles of Incorporation and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company's Board of Directors. The Company intends to employ The Dreyfus Corporation (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement with the Company dated April 4, 1994, transferred to the Adviser on October 17, 1994 (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Fund's sub-investment adviser.

TABLE OF CONTENTS
Mutual Fund Custody and Services Agreement • December 12th, 2001 • Dreyfus Disciplined Equity Income Fund • Pennsylvania
BY-LAWS OF BNY MELLON ETF TRUST II
By-Laws • September 16th, 2024 • BNY Mellon ETF Trust II
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 16th, 2024 • BNY Mellon ETF Trust II

THIS AGREEMENT is made as of the ______ day of __________, 2024, by and among each Trust including any underlying Series (hereinafter each a “Trust”, and collectively the “Trusts” as applicable) listed on Appendix A hereto (as such Appendix may be amended from time to time), 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 240 Greenwich Street, New York, New York 10286 (the “Bank”), and, solely for purposes of payment pursuant to Section 2 hereof, BNY Mellon ETF Investment Adviser, LLC (the “Adviser”).

BANK SELLING AGREEMENT
Bank Selling Agreement • December 28th, 2015 • Dreyfus/Laurel Funds Inc • New York

MBSC Securities Corporation (“we or “us”) is the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds. You, the firm specified on the signature page hereto (“you”), are a “bank” (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). We agree to allow you to make shares of the Funds available to your customers in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory prospectus (the “Statutory Prospectus”) and related statement of additional information (the “SAI”)

SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 10286
Sub-Investment Advisory Agreement • November 4th, 2022 • BNY Mellon Investment Funds IV, Inc. • New York

As you are aware, BNY Mellon Investment Funds IV, Inc. (the "Company") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Fund"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the relevant Fund's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company's Board of Directors (the "Board"). The Company employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund's sub-investment adviser as of the date set forth

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And BNY MELLON ETF TRUST II
Custody Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • December 28th, 2015 • Dreyfus/Laurel Funds Inc • New York

MBSC Securities Corporation (“we or “us”), as the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds, agrees to sell Fund shares to you, the firm specified on the signature page hereto (“you”), in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory prospectus (the “Statutory Prospectus”) and related statement of additional information (the “SAI”) incorporated therein by reference (as amended or supplemented) of each of the respective Funds included in the then currently effective registration statement (or post-effective

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • December 26th, 2019 • BNY Mellon Investment Funds IV, Inc.

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, the "Fund"), has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • December 24th, 2013 • Dreyfus/Laurel Funds Inc • New York

This Amendment to the Custody Agreement (defined below) is made as of October 1, 2013 by and between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to the Custody Agreement in accordance with Section 10.12 thereof, the "Fund"), and The Bank of New York Mellon (the "Custodian"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custody Agreement.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 27th, 2018 • Dreyfus/Laurel Funds, Inc.

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, the "Fund"), has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

DISTRIBUTION AGREEMENT [NAME OF FUND] 200 Park Avenue New York, New York 10166
Distribution Agreement • December 14th, 2000 • Dreyfus Disciplined Equity Income Fund
DISTRIBUTION AGREEMENT THE DREYFUS/LAUREL FUNDS, INC. 200 Park Avenue New York, New York 10166
Distribution Agreement • June 27th, 2006 • Dreyfus/Laurel Funds Inc

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the “Fund”) has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each a “Series”) or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term “Shares” shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund’s authorized shares.

BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • March 28th, 2018 • Dreyfus/Laurel Funds Inc • New York

MBSC Securities Corporation (“we” or “us”), as the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds, agrees to sell Fund shares to you, the firm specified on the signature page hereto (“you”), in accordance with the terms and conditions set forth in this Agreement. You may make shares of the Funds available to your customers and, with respect to certain Fund shares, provide shareholder, administrative or other services to your customers who own shares of the Funds in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory p

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • September 16th, 2024 • BNY Mellon ETF Trust II • New York

THIS AGREEMENT is made as of _____________________, 20__ by and between each Trust listed on the signature page hereto (each a “Fund”, and collectively the “Funds” as applicable), The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”) and, solely for purposes of payment pursuant to Sections 6(d), 7, 11 and 15(c) hereof, BNY Mellon ETF Investment Adviser, LLC (the “Adviser”).

BANK SELLING AGREEMENT
Bank Selling Agreement • March 28th, 2018 • Dreyfus/Laurel Funds Inc • New York

MBSC Securities Corporation (“we” or “us”), as the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds, agrees to sell Fund shares to you, the firm specified on the signature page hereto (“you”), which is a “bank” (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), in accordance with the terms and conditions set forth in this Agreement. You may make shares of the Funds available to your customers and, with respect to certain Fund shares, provide shareholder, administrative or other services to your customers who own shares of the Funds in accordance with the terms and conditions set f

SERVICE AGREEMENT
Service Agreement • September 12th, 2016 • Dreyfus/Laurel Funds Inc • New York

This Agreement is entered into as of __________, ____ between __________________, a ___________________ (the "Service Provider") and MBSC Securities Corporation, a New York corporation ("MBSC").

October 14, 1994 As Amended October 21, 1999 ===========================
Distribution Agreement • February 24th, 2000 • Dreyfus Disciplined Equity Income Fund
CUSTODY AGREEMENT by and between THE FUNDS LISTED ON SCHEDULE 1 HERETO and THE BANK OF NEW YORK MELLON
Custody Agreement • December 23rd, 2010 • Dreyfus/Laurel Funds Inc • New York

CUSTODY AGREEMENT, dated as of January 1, 2011 (“Agreement”) between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to this Agreement in accordance with Section 10.12 below, the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF BNY MELLON ETF TRUST II (a Massachusetts Business Trust) Dated as of September 9, 2024
Agreement and Declaration of Trust • September 16th, 2024 • BNY Mellon ETF Trust II • Massachusetts

WHEREAS, the Trust was formed by an AGREEMENT AND DECLARATION OF TRUST dated June 24, 2024 (the “Initial Declaration”) by the initial Trustee hereunder (“Initial Trustee”);

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BNY MELLON ETF INVESTMENT ADVISER, LLC FORM FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • September 16th, 2024 • BNY Mellon ETF Trust II

THIS AGREEMENT, is made this [day] of [Month], 20[--], by and among each registrant identified on Schedule A (each, an "Acquiring Trust"), on behalf of itself and its current and future series identified on Schedule A, severally and not jointly (each, an "Acquiring Fund" and collectively, the "Acquiring Funds"), and each registrant identified on Schedule B (each, an "Acquired Trust"), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an "Acquired Fund" and collectively the "Acquired Funds" and together with the Acquiring Funds, the "Funds"), and shall become effective on [day] [Month], 20[--] (the "Effective Date").

OPERATING ACCOUNTS AMENDMENT
Custody Agreement • December 27th, 2023 • BNY Mellon Investment Funds IV, Inc.

Each investment company set forth on Schedule I of the Custody Agreement (as defined below), as such Schedule may be amended from time to time (each a "Fund"), and The Bank of New York Mellon (the "Bank") are parties to a Custody Agreement dated January 1, 2011, amended as of October 1, 2013 and December 22, 2016 (the "Custody Agreement"). Various series of the respective Funds are covered by the Custody Agreement (each a "Portfolio"; if a Fund has no series, the term "Portfolio" also refers to such Fund). This amendment is an amendment to the Custody Agreement. Each entity that becomes a party to the Custody Agreement after the date of this amendment shall be a "Fund" under this amendment.

AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • September 16th, 2024 • BNY Mellon ETF Trust II • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between BNY Mellon Securities Corporation (the “Distributor”), principal underwriter of the BNY Mellon ETF Trust II (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), and____________________________(the “Participant”), and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”). The Transfer Agent serves as the transfer agent of the Trust and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (the “SEC”) (together with such Fu

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • June 12th, 2013 • Dreyfus/Laurel Funds Inc

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, the “Fund”), has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a “Series”) or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term “Shares” shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund’s authorized shares.

October 23, 1997
Sub-Investment Advisory Agreement • February 24th, 2000 • Dreyfus Disciplined Equity Income Fund

As you are aware, Dreyfus Premier Tax Managed Growth Fund (the "Fund"),a series of The Dreyfus/Laurel Funds, Inc., a Maryland corporation (the "Company"), desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Articles of Incorporation and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company's Board of Directors. The Company intends to employ The Dreyfus Corporation (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement with the Company dated April 4, 1994, transferred to the Adviser on October 17, 1994 (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the Fund's sub-investment adviser.

SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 10286
Sub-Investment Advisory Agreement • December 26th, 2019 • BNY Mellon Investment Funds IV, Inc. • New York

As you are aware, BNY Mellon Investment Funds IV, Inc. (the "Company") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the relevant Series' Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company's Board. The Company employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Series' investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Series' sub-investment adviser with respect to that portion of the Series' as

SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 10286
Sub-Investment Advisory Agreement • February 27th, 2023 • BNY Mellon Investment Funds IV, Inc.

BNY Mellon Tax Managed Growth Fund (the "Fund"), a series of BNY Mellon Investment Funds IV, Inc., a Maryland corporation (the "Company"), desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company's Board of Directors. The Company employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement with the Company (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund's sub-investment adviser as of the date set forth above (the "Effective Date").

MANAGEMENT AGREEMENT BNY Mellon ETF Trust II
Management Agreement • September 16th, 2024 • BNY Mellon ETF Trust II

The above-named investment company (the “Trust”) consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Fund”), herewith confirms its agreement with you as follows:

DISTRIBUTION AGREEMENT
Distribution Agreement • September 16th, 2024 • BNY Mellon ETF Trust II

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time, has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of each investment company set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, the “Fund”). For purposes of this agreement the term “Shares” shall mean the authorized shares of the Fund. The Fund intends to create and redeem Shares on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such term is defined in the registration statement filed from time to time by the Fund with the Securities and Exchange Commission (the “Commission”) and effective under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registration Statement,” which co

SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 1086
Sub-Investment Advisory Agreement • February 26th, 2020 • BNY Mellon Investment Funds IV, Inc.

As you are aware, BNY Mellon Tax Managed Growth Fund (the "Fund"), a series of BNY Mellon Investment Funds IV, Inc., a Maryland corporation (the "Company"), desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Company's Board of Directors. The Company employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement with the Company (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to retain you, and you hereby agree to accept such retention, as the Fund's sub-investment adviser.

MANAGEMENT AGREEMENT THE DREYFUS/LAUREL FUNDS, INC.
Management Agreement • June 26th, 2014 • Dreyfus/Laurel Funds Inc

The above-named investment company (the "Company") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows:

September 12, 2008
Agreement and Plan of Reorganization • October 31st, 2008 • Dreyfus/Laurel Funds Inc
SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON ETF INVESTMENT ADVISER, LLC 201 Washington Street Boston, Massachusetts 02108
Sub-Investment Advisory Agreement • September 16th, 2024 • BNY Mellon ETF Trust II

BNY Mellon Concentrated Growth ETF (the “Fund”), a series of BNY Mellon ETF Trust II (the “Trust”), a Massachusetts business trust“”, desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund’s Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Trust’s Board of Trustees. The Trust employs BNY Mellon ETF Investment Adviser, LLC (the “Adviser”) to act as the Fund’s investment adviser pursuant to a written agreement with the Trust (the “Management Agreement”), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund’s sub-investment adviser as of the date set forth above (the “Effective Date”).

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