Custody Agreement

Custody Agreement

Agreement, dated as of May 8, 2023 between each of the Trusts as set forth on the attached Appendix I, each a business trust organized and existing under the laws of the Commonwealth of Massachusetts having its principal office and place of business at 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 (each referred to herein as the “Trust") and The Bank of New York Mellon, a New York banking corporation having its principal office and place of business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Custodian”).

Witnesseth:

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Trust, so authorized, intends that this Agreement be applicable to each of its series as set forth on Appendix I (each such series together with all other series subsequently established by the Trust and made subject to this Agreement by amendment hereof, being referred to as a “Fund” and collectively as the “Funds”); and

Whereas, the Trust desires to retain the Custodian to provide for the Funds the services described herein, and the Custodian is willing to provide such services, all as more fully set forth below;

Now, Therefore, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

Article I

Definitions

Whenever used in this Agreement, the following words shall have the meanings set forth below:

“Anti-Money Laundering Laws” means all anti-money laundering and counter-terrorist financing laws, rules, regulations, executive orders and requirements administered by any governmental authority of the United States (including the U.S. Bank Secrecy Act, the U.S.A. PATRIOT Act, the Money Laundering Control Act, and regulations of the U.S. Treasury Department which implement such acts) or any other applicable domestic or foreign authority with jurisdiction over the Trust .

“Authorized Person” shall be any person, whether or not an officer or employee of the Trust, duly authorized by the Trust’s Board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.

“BNYM Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

“Board” shall mean the board of directors or board of trustees, as the case may be, of the Trust.

“Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

“Business Day” shall mean any day on which Custodian and relevant Depositories are open for business.

“Certificate” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Trust by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

“Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

“Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other securities depository, book-entry system or clearing agency authorized to act as such under applicable law identified to the Trust from time to time, and (d) the respective successors and nominees of the foregoing.

“Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended and (d) the respective successors and nominees of the foregoing identified to the Trust prior to the use of such successor or nominee.

“Instructions” shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.

“Investments” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).

“Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

“Sanctions” means all economic sanctions laws, rules, regulations, executive orders and requirements administered by any governmental authority of the United States (including the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury) or any other applicable domestic or foreign authority with jurisdiction over the Trust.

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“Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) which is utilized by Custodian in connection with the purchase, sale or custody of Investments hereunder and identified to the Trust from time to time, and their respective successors and nominees.

“Tax Information” means all accurate, relevant and necessary information with respect to the Accounts or with respect to Trust’s identification or classification for purposes of Tax Obligations, in each case as may be required by applicable tax laws or by a tax authority inquiry, or as may be reasonably requested by BNY Mellon in connection with the matters in Section 7.

“Tax Obligations” means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

“Transfer Agent” shall mean The Bank of New York Mellon.

Article II

Appointment of Custodian; Accounts;
Representations, Warranties, and Covenants

Section 1. (a) The Trust hereby appoints Custodian as custodian of all Investments and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Investments in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Fund in which Custodian will hold Investments and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of the Trust.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Trust and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Trust may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Trust and Custodian shall agree, and Custodian shall transfer to such account such Investments and money as the Trust may specify in a Certificate or Instructions.

Section 2. The Trust hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Trust, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

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(b) This Agreement has been duly authorized, executed and delivered by the Trust, approved by a resolution of its Board, constitutes a valid and legally binding obligation of the Trust in respect of each Fund thereof from time to time existing, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) To the best of its knowledge, after due inquiry, it is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and to the best of its knowledge, after due inquiry, has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d) It will not knowingly use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Trust;

(e) If the Trust’s foreign custody manager is not the Custodian or a BNYM Affiliate, the Trust’s Board or its foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the “`40 Act”), has determined that use of each Subcustodian (including any Replacement Custodian (as defined below)) which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the `40 Act and 17f-5 thereunder, as the case may be;

(f) Prior to any settlement instructions being given to the Custodian requiring the services of a Foreign Depository, the Trust's investment advisor has indicated that it shall have determined that the custody arrangements of such Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the `40 Act;

(g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall direct each Authorized Person to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by the Trust, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

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(h) It shall make reasonable efforts to manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Fund does not exceed the amount such Fund is permitted to borrow under the `40 Act;

(i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the `40 Act;

(j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k) To the best of its knowledge, after due inquiry, it has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall use commercially reasonable efforts to take such additional steps as Custodian may require to assure such priority.

Section 3. The Custodian hereby represents and warrants, which representations and warranties shall be continuing, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Custodian, constitutes a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms, and there is no statute, regulation, rule, order ore judgment binding it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It will not knowingly use the assets delivered to it, or perform its services, pursuant to this Agreement in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Custodian;

(d) Upon the reasonable request of the Trust’s Chief Compliance officer, it will inform the Trust of any material changes to be made or imminently to be made to its policies and procedures relating to the services contemplated herein;

(e) It has at least the minimum qualifications required by Section 17(f)(l) of the ’40 Act to act as custodian of the Investments and cash of the Fund(s); and

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(f) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators.

Section 4. The Trust hereby covenants that it shall from time to time make reasonable efforts to complete and execute and deliver to Custodian upon Custodian’s reasonable request a Form FR U-1 (or successor form) whenever the Trust borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

Article III

Custody and Related Services

Section 1. (a) Subject to the terms hereof, the Trust hereby authorizes Custodian to hold any Investments and cash, all payments of income, payments of principal or capital distributions with respect to the Investments, received by it from time to time for the account of the Trust and its applicable Fund. Custodian shall be entitled to utilize, subject to subsection (c) of this Section 1, Depositories, Subcustodians (provided (i) if the Custodian employs a Subcustodian for custody of assets located in the U.S., the Custodian has received notice of the approval of such Subcustodian by the Trust’s Board, and (ii) if the Trust’s foreign custody manager is not the Custodian or a BNYM Affiliate, the Custodian has received notice of the Subcustodians approved by the Trust’s Board or foreign custody manager for custody of assets located outside the U.S.), and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Investments and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Investments and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian’s agreements with such Subcustodians. Subcustodians may be authorized to hold Investments in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Investments deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Investments held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Investments and cash belonging to the Trust and each Fund thereof, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Investments in the country or other jurisdiction in which the principal trading market for such Investments is located, where such Investments are to be presented for cancellation and/or payment and/or registration, or where such Investments are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Trust’s Board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the `40 Act and Rule 17f-5 thereunder.

(b) In the event that the Trust desires to have the Custodian serve as foreign custody manager to a Fund, and the Custodian agrees to provide such services, the Trust and Custodian shall enter into a Foreign Custody Manager Agreement substantially in the form attached as Appendix II.

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(c) Unless applicable law otherwise requires or Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Investments indirectly through a Subcustodian only if (i) the Investments are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Investments on behalf of the Trust by such Subcustodian, and (ii) beneficial ownership of the Investments is freely transferable without the payment of money or value other than for safe custody or administration.

(d) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Investments or financial assets deposited or held in such Depository and (ii) will provide, promptly upon request by the Trust, such reports as are available concerning the internal accounting controls and financial strength of the Depository.

(e) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Trust with an analysis of the custody risks associated with maintaining assets with the Foreign Depository in accordance with Rule 17f-7(a)(1)(i)(A) of the `40 Act, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Trust of any material change in such risks in accordance with Rule 17f-7(a)(1)(i)(B) of the `40 Act. The Custodian shall only utilize a Foreign Depository that it has determined satisfies the requirements of Rule 17f-7(b)(1) as an “Eligible Securities Depository” (as defined in Rule 17f-7(b)(1)) and has provided the risk analysis required in (i) of this paragraph (e). In such a manner as Custodian deems reasonable, Custodian shall give the Trust prompt notice of any material change known to Custodian, that would adversely affect Custodian’s determination that an entity is an Eligible Securities Depository. The Trust acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.

(f) With respect to each country in which the Custodian or a Subcustodian maintains assets for a Fund pursuant to this Agreement, the Custodian will make available to the Trust the information specified in Appendix III.

Section 2. Custodian shall furnish the Trust with an advice of daily transactions (including a confirmation of each transfer of Investments) and a monthly summary of all transfers to or from the Accounts.

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Section 3. With respect to all Investments held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Trust as promptly as practicable of any such amounts due but not paid;

(b) Present for payment and receive the amount paid upon all Investments which may mature and advise the Trust as promptly as practicable of any such amounts due but not paid;

(c) Forward to the Trust copies of all information or documents that it may actually receive from an issuer of Investments which, in the opinion of Custodian, are intended for the beneficial owner of Investments;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Investments issued with respect to any Investments credited to an Account hereunder; and

(f) Endorse for collection checks, drafts or other negotiable instruments.

Section 4. (a) Custodian shall notify the Trust of rights or discretionary actions with respect to Investments held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Investments issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Trust.

(b) Whenever Investments (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Trust or provide for discretionary action or alternative courses of action by the Trust, the Trust shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Trust’s Certificate or Instructions at Custodian’s offices, addressed as Custodian may from time to time reasonably request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Investments (or such earlier date or time as Custodian may specify to the Trust). Absent Custodian’s timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Investments.

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Section 5. All voting rights with respect to Investments, however registered, shall be exercised by the Trust or its designee. For Investments issued in the United States, Xxxxxxxxx’s only duty shall be to mail to the Trust any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Investments issued outside of the United States, Xxxxxxxxx’s only duty shall be to provide the Trust with access to a provider of global proxy services at the Trust’s request. The Trust shall be responsible for all costs associated with its use of such services.

Section 6. Custodian shall promptly advise the Trust upon Xxxxxxxxx’s actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Investments of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Investments in which the Trust has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Investments to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

Section 7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

Section 8. The Trust on behalf of the applicable Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Investments held on behalf of the Trust and the applicable Fund or any transaction related thereto. To the extent that Custodian has received the Tax Information within the time stipulated, Custodian will perform the following services with respect to Tax Obligations: (i) Unless prohibited by law or regulation, at the request of the Trust, Custodian will provide to the Trust such information received by Custodian in its capacity as custodian that could, in Trust’s reasonable belief, assist the Trust or its designee in the submission of any reports or returns with respect to Tax Obligations. An Authorized Person will inform Xxxxxxxxx in writing as to which party or parties will receive information from Custodian; (ii) Custodian will, upon receipt of sufficient Tax Information from the Trust (as reasonably determined by BNY Mellon), file claims for exemptions or refunds with respect to withheld taxes in those markets where it provides such services and subject to Custodian’s service level description (in each case as made available to the Trust from time to time). Where the Trust (for whatever reason) fails or neglects to provide Custodian with or to review and confirm the Tax Information within the time stipulated by Custodian, then such failure or neglect may result in the disapplication of withholding tax relief or the obligation on the Trust to immediately return amounts already refunded by a tax authority. The Trust may, however, elect to appoint its own tax agent to file claims for exemptions or refunds in any or all markets, with notice to Custodian of such appointment and subject to such terms as separately agreed in writing between the Trust and Custodian; and (iii) Custodian or the applicable Subcustodian will withhold appropriate amounts, as required by applicable tax laws, with respect to amounts received and upon collection of any dividend, interest, or other distribution made with respect to any Investment and any proceeds or income from the sale, loan or other transfer of any Investment, and is authorized to debit the relevant Account in the amount of a Tax Obligation and to pay such amount to the appropriate taxing authority. The Trust on behalf of the applicable Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Trust on behalf of the applicable Fund (including any payment of Tax required by reason of an earlier failure to withhold), except to the extent that any Taxes are the direct result of the bad faith, negligence or willful misconduct on the part of the Custodian. Trust’s receipt of the foregoing services is dependent upon its subscription to Custodian’s information reporting system, and the Trust will be responsible for enrolling its designated Authorized Persons in such system. The Trust acknowledges that BNY Mellon may, at any time, amend the scope of its tax service offering and notice of such changes will be made available to BNY Mellon’s customer through its information reporting system. Such changes may require additional documentation, attestations or declarations to be entered into by the Trust in order to continue receiving the relevant tax service in a particular market. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Trust on behalf of the applicable Fund of the additional amount of cash (in the appropriate currency) required, and the Trust on behalf of the applicable Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. The Trust acknowledges that BNY Mellon is a service provider and not an economic beneficiary of any transaction. The Trust will be responsible for understanding its Tax Obligations, and will be solely responsible and liable for all Tax Obligations with respect to any Assets held on behalf of the Trust or a Fund and any transaction related thereto. The Trust will make reasonable efforts to provide Custodian with Tax Information to enable Custodian to comply with Custodian’s obligations under any applicable tax laws or with any tax authority enquiry. The Trust acknowledges and agrees that none of Custodian nor any Custodian Affiliate is a tax advisor and none of Custodian nor any Custodian Affiliate will, under any circumstances, provide tax advice to the Trust or any Fund. The Trust will, or otherwise intends to, obtain its own independent tax advice for any tax-related matters or Tax Obligations. Where Custodian receives Instructions to make distributions or transfers out of an Account in order to pay Trust’s third party service providers, the Trust acknowledges that in making such payments Custodian is acting in an administrative capacity, and not as the payor, for tax information reporting and withholding purposes.

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Section 9. (a) For the purpose of settling Investments and foreign exchange transactions, the Trust shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Trust with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Trust may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNYM Affiliate acting as principal or otherwise through customary banking channels upon such terms, and for such compensation, as the Trust and the Custodian or its affiliate may agree upon. The Trust may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian or its affiliate will establish terms of trading, rules or limitations concerning any foreign exchange facility made available to the Trust. The Trust shall bear all risks of investing in Investments or holding cash denominated in a foreign currency. Without limiting the foregoing, the Trust shall bear the risks that rules or procedures imposed by Depositories, exchange controls, assets freezes or other laws, rules, regulations or orders shall prohibit or impose burdens or costs on the transfer to, by or for the accounts of the Trust with respect to an applicable Fund of Investments or cash held outside the United States or denominated in a currency other than U.S. dollars or the conversion of cash from one currency into another currency. Custodian shall not be obligated to substitute another currency for a currency whose transferability, convertibility or availability has been affected by such law, regulation, rule or procedure. Neither Custodian nor any Subcustodian shall be liable to the Trust or any Fund for loss resulting from any of the foregoing events.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Investments) reasonably believed by Custodian to be reliable to provide such information. The Trust understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for particular Investments or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Investments or property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

Section 10. Custodian shall promptly send to the Trust (a) any reports it receives from a Depository on such Depository’s system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.

Section 11. Until such time as Custodian receives a certificate to the contrary with respect to a particular Investment, Custodian may release the identity of the Trust to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.

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Article IV

Purchase and Sale of Investments; Credits to Account

Section 1. After each purchase or sale of Investments by the Trust, the Trust shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of an Investment generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Investments on the actual settlement date unless otherwise agreed by Custodian.

Section 2. The Trust acknowledges that when Custodian is instructed to deliver Investments against payment, delivery of such Investments and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Investments may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Investments. The Trust assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Investments.

Section 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Trust, credit the Account with the proceeds from the sale, redemption or other disposition of Investments or interest, dividends or other distributions payable on Investments prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be “final” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Article V

Overdrafts or Indebtedness

Section 1. If Custodian should in its sole discretion advance funds, in any currency, on behalf of any Fund which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Investments specifically allocated to such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Trust is for any other reason indebted to Custodian with respect to a Fund, including any indebtedness to The Bank of New York Mellon under a cash management and related services agreement with the Trust, if any (except a borrowing for investment or for temporary or emergency purposes using Investments as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers in the relevant currency, as such rate may be adjusted from time to time. In addition, the Trust hereby agrees that Custodian shall to the maximum extent permitted by law (but in no event greater than the amount of such overdraft or indebtedness plus applicable accrued interest) have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Xxxxxxxxx’s behalf. The Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian’s books.

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Section 2. If the Trust borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Investments held by Custodian hereunder as collateral for such borrowings, the Trust shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Fund to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Trust on the borrowing date, (f) the Investments to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Investments, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the `40 Act and the applicable Fund’s prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Investments as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Trust shall direct all Investments released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Trust fails to specify in a Certificate the Fund, the name of the issuer, the title and number of shares or the principal amount of any particular Investments to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Investments.

Article VI

Sale and Redemption of Shares

Custodian shall, upon receipt of instructions from the Transfer Agent, make funds and securities available for payment to, or in accordance with the instructions of, the Transfer Agent for the redemption or repurchase of shares of the applicable Fund (“Shares”) which shall have been accepted by the Transfer Agent. The Custodian will transfer any Investments to or on the order of the person identified by the Transfer Agent in the manner specified by the Transfer Agent (either through the Depository Trust Company (“DTC”) or otherwise). Any cash redemption payment (less any applicable cash redemption transaction fees) shall be effected as specified by the Transfer Agent either through DTC or through wire transfer in the case of redemptions effected outside of DTC. All funds and securities to be made available for payment with respect to a transaction, shall be out of funds and securities held for the Account of the specified Fund.

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Article VII

Payment of Dividends or Distributions

Section 1. Whenever the Trust shall determine that a Fund shall pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

Section 2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Fund the total amount payable to the dividend agent of the Trust specified therein.

Article VIII

Concerning Custodian

Section 1. (a) Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or asserted against the Trust or, or in respect of, any Fund, except those Losses arising out of Custodian’s own negligence, bad faith, willful misconduct or reckless disregard of its obligations under this Agreement. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian’s failure to fulfill its duties hereunder. With respect to any Losses incurred by the Trust or any Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNYM Affiliate), Depository or Foreign Depository, Custodian shall take appropriate action to recover such Losses from such Subcustodian, Depository or Foreign Depository, and Custodian’s sole responsibility and liability to the Trust or Fund shall be limited to amounts so received from such Subcustodian, Depository or Foreign Depository (exclusive of costs and expenses incurred by Custodian) except to the extent the action or inaction of the relevant Subcustodian; Depository or Foreign Depository is a direct result of the Custodian’s own negligence, bad faith or willful misconduct. In no event shall Custodian be liable to the Trust, any Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, except Custodian shall be liable to the Trust and any applicable Fund for direct money damages caused by Custodian’s own negligence, bad faith or willful misconduct, nor shall the Custodian or any Subcustodian (except only with respect to clause (vii), which shall not limit a Subcustodian's liability in respect of its own insolvency) be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming (in Custodian’s reasonable judgment) that all Instructions are given only by person(s) duly authorized; (iv) for conclusively presuming (in Custodian’s reasonable judgment) that all disbursements of cash directed by the Trust, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Sections 2(i) and (j) of Article II hereof; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Investments or market conditions which prevent the transfer of property or execution of Investments transactions or affect the value of property; (vi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (a “Force Majeure Event”) provided that Custodian has established and maintained disaster recovery and contingency plans and systems as described in Section 1(b) of Article VIII below or, if not, that such Losses would have occurred even if BNYM had established and maintained such plans and systems; (vii) for the insolvency of any Subcustodian (other than a BNYM Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian’s failure to fulfill its duties hereunder, any Foreign Depository; (viii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Investments, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Trust and the respective Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies; or (ix) for any action or inaction reasonably taken or omitted to by Custodian in good faith and without negligence or willful misconduct in accordance with the advice or opinion of counsel for the Trust or its own outside counsel.

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(b) Custodian shall maintain throughout the term of this Agreement, such disaster recovery and contingency plans and systems as it reasonably believes necessary and appropriate to recover its operations from the occurrence of a Force Majeure Event which are consistent with the requirements of any statute, regulation or rule to which it is subject that imposes business resumption and contingency planning standards.

(c) Custodian may enter at its own expense into subcontracts, agreements and understandings with any BNYM Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.

(d) The Trust on behalf of the applicable Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian’s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Trust on behalf of the applicable Fund; provided however, that the Trust on behalf of the applicable Fund shall not indemnify Custodian for those Losses arising out of Custodian’s own negligence, bad faith, willful misconduct or reckless disregard of its obligations under this Agreement, provided, however, that if the Custodian is serving as foreign custody manager to a Fund in accordance with a Foreign Custody Manager Agreement in the form annexed as Appendix II, the Custodian's indemnification for Losses arising from the acts of any Eligible Foreign Custodian selected by the Custodian shall be subject to such further limitations as shall be provided in the Foreign Custody Manager Agreement. This indemnity shall be a continuing obligation of the Trust on behalf of the applicable Fund, its successors and assigns, notwithstanding the termination of this Agreement.

(e) Custodian agrees to indemnify the Trust and hold the Trust harmless from and against any and all Losses sustained or incurred by or asserted against the Trust and determined by an arbiter of appropriate jurisdiction to be a direct result of Custodian’s negligence, bad faith, willful misconduct or reckless disregard of its obligations under this Agreement, including reasonable fees and expenses of counsel incurred by the Trust in a successful defense of claims by Custodian; provided however, that Custodian shall not indemnify the Trust for those Losses arising out of the Trust’s own negligence, bad faith, willful misconduct or reckless disregard of its obligations under this Agreement. This indemnity shall be a continuing obligation of Custodian, its successors and assigns, notwithstanding the termination of this Agreement.

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Section 2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) Any Losses incurred by the Trust, any Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Investments, or Investments which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b) The validity of the issue of any Investments purchased, sold, or written by or for the Trust or any Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of the declaration or payment of any dividend or distribution by the Trust in respect of any Fund;

(e) The legality of any borrowing by the Trust;

(f) The legality of any loan of portfolio Investments, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Investments is adequate security for the Trust and the applicable Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Trust and such Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Investments of any Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Trust in the event that such dividends or interest are not paid and received when due;

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(g) The sufficiency or value of any amounts of money and/or Investments held in any Special Account in connection with transactions by the Trust; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Trust of any variation margin payment or similar payment which the Trust may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Trust is entitled to receive, or to notify the Trust of Custodian’s receipt or non-receipt of any such payment; or

(h) Whether any Investments at any time delivered to, or held by it or by any Subcustodian, for the account of the Trust and specifically allocated to a Fund are such as properly may be held by the Trust or such Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Trust, whether or not involving Custodian, are such transactions as may properly be engaged in by the Trust.

Notwithstanding the foregoing, to the extent the Trust inquires into any matter described in Article VIII, Section 2(a) or (b) above, Custodian shall provide reasonable assistance to the Trust on such inquiries at the Trust’s expense.

Section 3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of outside counsel and shall not be liable with respect to anything done or omitted by it in good faith and without negligence or willful misconduct in conformity with such advice, provided that any such action or omission by Custodian is consistent with Custodian’s rights and responsibilities under this Agreement.

Section 4. Custodian shall be under no obligation to take action to collect any amount payable on Investments in default, or if payment is refused after due demand and presentment. Custodian shall endeavor to promptly notify the Trust of any such defaults or refused payments.

Section 5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

Section 6. The Trust shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian’s standard rates for such services as may be applicable. The Trust shall reimburse Custodian for all costs associated with the conversion of the Trust’s Investments hereunder and the transfer of Investments and records kept in connection with this Agreement. The Trust shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

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Section 7. Custodian has the right to debit any cash account held for the Trust or applicable Fund for any amount payable by such Fund or the Trust in respect of such Fund in connection with any and all obligations of the Trust in respect of such Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Trust shall not have honored any of its obligations to Custodian, Custodian shall have the right upon notice to the Trust to retain or set-off, against such obligations of the Trust, any Investments or cash Custodian or a BNYM Affiliate may directly or indirectly hold for the account of the Trust or the applicable Fund, and any obligations (whether matured or unmatured) that Custodian or a BNYM Affiliate may have to the Trust in any currency or Composite Currency Unit. Custodian will endeavor to promptly notify the Trust of any such setoffs, with such notice to include an explanation of such setoffs and any remaining applicable obligations of the Trust to Custodian, provided that Custodian’s failure to so notify shall not impair its rights as set forth hereunder. Any such asset of, or obligation to, the Trust or Fund may be transferred to Custodian and any BNYM Affiliate in order to effect the above rights. Notwithstanding the foregoing, to the extent any amount payable or other obligation of the Trust to Custodian is only in respect of a particular Fund, Custodian and/or Custodian Affiliate may only exercise the rights set forth in this paragraph with respect to the cash account, Investments or other assets held for the account of such applicable Fund.

Section 8. The Trust agrees to make reasonable efforts to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Trust agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Trust elects to transmit Instructions through an on-line communications system offered by Custodian, the Trust’s use thereof shall be subject to Electronic Delivery Terms and Conditions, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

Section 9. The books and records pertaining to the Trust which are in possession of Custodian shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Trust, or its authorized representatives, shall have access to such books and records during Custodian’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Custodian to the Trust or its authorized representative, as soon as practicable. Upon the reasonable request of the Trust, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained, as soon as practicable. In the event of termination of this Agreement, the Trust’s books and records will be returned to the Trust upon request.

Section 10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect; provided that the Custodian shall, if legally permissible, endeavor to notify the Trust prior to any such disclosure. The Custodian shall provide or promptly make available to the Trust with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Trust may reasonably request from time to time.

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Section 11. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement, except as set forth in this Agreement.

Section 12. (a) Throughout the term of this Agreement, the Trust: (i) will have in place and will implement policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to its clients (to the extent the assets are client assets) and with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will ensure that neither the Trust nor any of its affiliates, directors, officers, employees or clients (to the extent the assets are client assets) is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions and (iii) will not, directly or indirectly, use the Accounts in any manner that would result in a violation by the Trust or Custodian of Sanctions.

(b) The Trust acknowledges and agrees that, in connection with the services provided by the Custodian under this Agreement, each of the Custodian’s authorized participants is not a customer or joint customer with the Custodian. The Trust (and not the Custodian) has the responsibility to, and will, fulfill any compliance requirement or obligation with respect to each of its authorized participants under all Anti-Money Laundering Laws. Without limiting any obligation imposed on the Trust by Anti-Money Laundering Laws, throughout the term of this Agreement, the Trust will maintain a compliance program with respect to its authorized participants that includes the following: (i) a know-your-customer program in order to understand and verify the identity of each authorized participant, in accordance with the requirements of the Bank Secrecy Act and the relevant regulations thereunder, (ii) a transaction surveillance and monitoring program, and (iii) a policy for identifying and reporting any suspicious transactions and/or activities with respect to each authorized participant to the appropriate law enforcement and regulatory authorities and to the Custodian where related to the services provided by BNY Mellon hereunder.

(c) The Trust will promptly provide to the Custodian such information as the Custodian reasonably requests in connection with the matters referenced in this Section 12 including information regarding (i) the Accounts, (ii) the assets and the source thereof, (iii) the identity of any individual or entity having or claiming an interest therein, and (iv) the Trust’s anti-money laundering and Sanctions compliance programs and any related records and/or transaction information, including with respect to any authorized participant, regardless of whether such request is made under USA PATRIOT Act Section 314(b) (where applicable). The Trust will cooperate with the Custodian and provide assistance reasonably requested by the Custodian in connection with any anti-money laundering and terrorist financing or Sanctions inquiries. Prior to delivering to the Custodian the assets of any authorized participant, the Trust will obtain from each such authorized participant, and will continue to maintain in effect throughout the term of this Agreement, any consents or waivers that may be required under applicable law in order to comply with the foregoing obligations.

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(d) The Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 12. If the Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, the Custodian will inform the Trust as soon as reasonably practicable.

Section 13. From time to time as requested by the Trust, the Custodian shall provide to the Trust such certifications and sub-certifications, in the form agreed to by the Trust and the Custodian, with respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 under the Investment Company Act of 1940, as amended, and such other matters that may be reasonably requested by the Trust or the Trust’s Chief Compliance Officer from time to time. In addition, the Custodian will, from time to time and upon the Trust’s reasonable written request, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Trust to enable the Trust to fulfill its obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended. From time to time as reasonably requested by the Trust, the Custodian shall request from each Subcustodian, and provide to the Trust upon receipt, such Subcustodian's annual financial information, reports on accounting controls and compliance policies and procedures.

Article IX

Termination

Section 1. This Agreement shall have an initial term of one (1) year from the date first set forth above. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either of the parties hereto terminates this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Trust, it shall be accompanied by a copy of a resolution of the board of the Trust, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Xxxxxxxxx, the Trust shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Trust, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Trust, Custodian may recommend to the Trust a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits; provided, however, that the Trust shall, in its sole discretion, confirm the designation of such successor custodian recommended by Custodian. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Investments and money then owned by the Trust and any Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

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Section 2. If a successor custodian is not designated by the Trust or Custodian in accordance with the preceding Section, the Trust shall, upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Investments (other than Investments which cannot be delivered to the Trust) and money then owned by the Trust and any Fund, be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Investments which cannot be delivered to the Trust to hold such Investments hereunder in accordance with this Agreement.

Section 3. Notwithstanding Section 1 of this Article IX, the Trust may terminate the services of Custodian under this Agreement at any time (A) by providing thirty (30) days’ written notice in the event that Custodian (i) shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of care set forth herein, the Trust shall have given written notice thereof, and such material failure shall not have been remedied to the reasonable satisfaction of the Trust within thirty (30) days after such written notice is received, or (ii) shall have ceased to be qualified as a custodian under the ’40 Act, shall be indicted for a crime directly related to the services contemplated hereunder, shall commence any bankruptcy or insolvency proceeding or have such a bankruptcy or insolvency proceeding initiated against it which shall not be dismissed within sixty (60) days, or (B) immediately in the event of an appointment of a conservator or receiver for Custodian or any parent of Custodian by a regulatory agency or court of competent jurisdiction.

Article X

Miscellaneous

Section 1. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or Custodian and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or Custodian a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is necessary for Custodian to release such information in connection with the provision of services under this Agreement; (b) it is already known to the receiving party at the time it is obtained; (c) it is or becomes publicly known or available through no wrongful act of the receiving party; (d) it is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (e) it is released by the protected party to a third party without restriction; (f) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; (h) it has been or is independently developed or obtained by the receiving party; or (i) it is necessary for Custodian to release such information to Custodian’s internal or external accountants or legal counsel who are subject to a duty of confidentiality. Custodian acknowledges and agrees that in connection with its services under this Agreement it receives non-public confidential portfolio holdings information (“Portfolio Information”) with respect to the Trust. Custodian agrees that, subject to the foregoing provisions of and the exceptions set forth in this Article X Section 1 (other than the exception set forth above in this Article X Section 1 as sub-item (a), which exception set forth in sub-item (a) shall not be applicable to the Trust’s Portfolio Information), Custodian will keep confidential the Trust’s Portfolio Information and will not disclose the Trust’s Portfolio Information other than pursuant to a written Certificate or Instructions; provided that without the need for such a written Certification or Instructions and notwithstanding any other provision of this Article X Section 1 to the contrary, the Trust’s Portfolio Information may be disclosed (i) to Subcustodians and (ii) to third party pricing services which are engaged by Custodian in connection with the provision of services under this Agreement, and which shall be subject to a duty of confidentiality with respect to such Portfolio Information. The Custodian's agreements with its Subcustodians require the Subcustodian, subject to any applicable law, to use best efforts to maintain the confidentiality of matters concerning the property held by the Subcustodian for the account of a Fund.

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Section 2. The Trust agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall not be liable in acting upon Certificates or Oral Instructions of such present Authorized Persons.

Section 3. Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing in English and shall be deemed to have been sufficiently given when received by the intended party, if delivered personally at the address set forth below for the intended party during normal business hours at such address, if sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below, or if sent by recognized overnight courier service or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Trust:             First Trust Exchange-Traded Fund

000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000

Wheaton, Illinois 60187

Attention: General Counsel

Facsimile: 000-000-0000

Confirm: 000-000-0000

If to the Custodian:     The Bank of New York Mellon

000 Xxxxxxxxx Xxxxxx

New York, New York 10286

Attention: Xxxxxxx Xxxxxxx

Facsimile: 000-000-0000

Confirm: 000-000-0000

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto given in accordance with this Section.

Section 4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Trust and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

Section 6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust and Custodian each hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

-21- 

Section 7. (a) It is expressly acknowledged and agreed that the obligations of the Trust (and Funds thereof) hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust (and Funds thereof), personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust.

(b) This Agreement is an agreement entered into between the Custodian and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Custodian shall look for payment of such obligation solely to the assets of the Fund to which such obligation relates with the same effect as if the Custodian had separately contracted with the Trust by separate written instrument with respect to each Fund.

(c) As used herein, the "applicable Fund" shall be each Fund in respect of which any amount due the Custodian arises, and if any amount due the Custodian arises in respect of more than one Fund, the same shall be allocated by the Custodian among such Funds in accordance with Section 7(b) of this Article. Any amounts due the Custodian which may not be allocated in accordance with the preceding sentence shall constitute General Liabilities as defined in the Trust's Declaration of Trust and allocated by the Trust and paid in accordance with the provisions thereof.

Section 8. Each Party agrees to use the Confidential Information of the other Party solely to accomplish the purposes of this Agreement and, except in connection with such purposes or as otherwise permitted herein, not to disclose such information to any other Person without the prior written consent of the other Party. Notwithstanding the foregoing, The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes Custodian to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) Custodian may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.

Section 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

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In Witness Whereof, the Trust and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

First Trust Advisors on behalf of each
Trust as set forth on Appendix I

By                                                                 

Name:                                                        

Xxxxxx:                                                      

The Bank of New York Mellon

By                                                                 

Xxxxxx:                                                      

Schedule I
Certificate of Authorized Persons
(the Trust - Oral and Written Instructions)

The undersigned hereby certifies that he/she is the duly elected and acting Secretary of the Trusts listed on Appendix I to the Agreement (the “Trusts”), and further certifies that the following officers or employees of the Trusts have been duly authorized in conformity with the Trusts’ Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York Mellon (“Custodian”) pursuant to the Custody Agreement between the Trust and Custodian and that the signatures appearing opposite their names are true and correct:

Name	Title	Signature
Name	Title	Signature
Name	Title	Signature
Name	Title	Signature
Name	Title	Signature
Name	Title	Signature
Name	Title	Signature
Name	Title	Signature

(Continued on Following Page)

Name Title Signature

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]

By:                                                             

Title: Secretary

Date:                                                          

Appendix I
First Trust Exchange Traded Fund Trusts

As of November 6, 2023

Trust(s)	Fund(s)
First Trust Exchange-Traded Fund III	First Trust Horizon Managed Volatility Domestic ETF (HUSV)
	First Trust Horizon Managed Volatility Developed International ETF (HDMV)
	First Trust Horizon Managed Volatility Small/Mid ETF (HSMV)
	First Trust California Municipal High Income ETF (FCAL)
	First Trust New York Municipal High Income ETF (FMNY)
	First Trust Short Duration Managed Municipal ETF (FSMB)
	First Trust Ultra Short Duration Municipal ETF (FUMB)
	First Trust Municipal High Income ETF (FMHI)
	First Trust Merger Arbitrage ETF (MARB)
	First Trust Preferred Securities and Income ETF (FPE)
	First Trust Institutional Preferred Securities and Income ETF (FPEI)
	First Trust RiverFront Dynamic Developed International ETF (RFDI)
	First Trust RiverFront Dynamic Europe ETF (RFEU)
	First Trust RiverFront Dynamic Emerging Markets ETF (RFEM)
	First Trust Emerging Markets Local Currency Bond ETF (FEMB)
	First Trust Managed Municipal ETF (FMB)
	First Trust Long/Short Equity ETF (FTLS)
First Trust Exchange-Traded Fund V	First Trust Managed Futures Strategy Fund (FMF)
	FT Cayman Subsidiary I
First Trust Exchange-Traded Fund VI	First Trust Nasdaq Bank ETF (FTXO)
	First Trust Nasdaq Food & Beverage ETF (FTXG)
	First Trust Nasdaq Oil & Gas ETF (FTXN)
	First Trust Nasdaq Pharmaceuticals ETF (FTXH)
	First Trust Nasdaq Semiconductor ETF (FTXL)
	First Trust Nasdaq Transportation ETF (FTXR)
	First Trust S-Network E-Commerce ETF (ISHP)
	First Trust S-Network Streaming & Gaming ETF (BNGE)
	Emerging Markets Equity Select ETF (RNEM)
	Large Cap US Equity Select ETF (RNLC)
	Mid Cap US Equity Select ETF (RNMC)
	Small Cap US Equity Select ETF (RNSC)
	First Trust S&P 500 Diversified Dividend Aristocrats ETF (KNGZ) (fka US Equity Dividend Select ETF (RNDV)
	First Trust Indxx Medical Devices ETF (MDEV)
	First Trust Nasdaq Technology Dividend Index Fund (TDIV)
	Multi-Asset Diversified Income Index Fund (MDIV)
	First Trust S&P International Dividend Aristocrats Fund (FID)
	First Trust BuyWrite Income ETF (FTHI)
	First Trust Nasdaq BuyWrite Income ETF (FTQI)
	First Trust Rising Dividend Achievers ETF (RDVY)
	First Trust Xxxxxx Xxxxxx Focus 5 ETF (FV)
	First Trust RBA American Industrial Renaissance ® ETF (AIRR)
	First Trust Xxxxxx Xxxxxx Momentum & Dividend ETF (DDIV)
	First Trust Xxxxxx Xxxxxx International Focus 5 ETF (IFV)
	First Trust Xxxxxx Xxxxxx Dynamic Focus 5 ETF (FVC)
	First Trust Indxx Innovative Transaction & Process ETF (LEGR)
	First Trust Nasdaq Artificial Intelligence and Robotics ETF (XXXX)
	First Trust International Developed Cap Strength ETF (FICS)
	First Trust XXXX Cap Rising Dividend Achievers ETF (SDVY)
	First Trust Xxxxxx Xxxxxx Momentum & Value ETF (DVLU)
	First Trust Xxxxxx Xxxxxx Momentum & Low Volatility ETF (DVOL)
	First Trust Xxxxxx Xxxxxx DALI 1 ETF (DALI)
First Trust Exchange Traded Fund VII	First Trust Global Tactical Commodity Strategy Fund (FTGC)
	FT Cayman Subsidiary II
	First Trust Alternative Absolute Return Strategy ETF (FAAR)
	FT Cayman Subsidiary III
First Trust Exchange-Traded AlphaDEX® Fund II	First Trust Asia Pacific Ex-Japan AlphaDEX® Fund (FPA)
	First Trust Europe AlphaDEX® Fund (FEP)
	First Trust Latin America AlphaDEX® Fund (FLN)
	First Trust Brazil AlphaDEX® Fund (FBZ)
	First Trust China AlphaDEX® Fund (FCA)
	First Trust Japan AlphaDEX® Fund (FJP)
	First Trust Developed Markets ex-US AlphaDEX® Fund (FDT)
	First Trust Emerging Markets AlphaDEX® Fund (FEM)
	First Trust Germany AlphaDEX® Fund (FGM)
	First Trust United Kingdom AlphaDEX® Fund (FKU)
	First Trust Switzerland AlphaDEX® Fund (FSZ)
	First Trust Emerging Markets Small Cap AlphaDEX® Fund (FEMS)
	First Trust Developed Markets Ex-U.S. Small Cap AlphaDEX® Fund (FDTS)
	First Trust Eurozone AlphaDEX® ETF (XXXX)
	First Trust India NIFTY 50 Equal Weight ETF (NFTY)

APPENDIX II

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT between each of the Trusts as set forth on the attached Appendix I, each a business trust organized and existing under the laws of the Commonwealth of Massachusetts having its principal office and place of business at 000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 (collectively referred to as the “Trust”) and The Bank of New York Mellon (“BNYM”).

W I T N E S S E T H:

WHEREAS, the Trust desires to appoint BNYM as a Foreign Custody Manager as defined in the Rule (as such term is defined below) on the terms and conditions contained herein;

WHEREAS, BNYM desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein with respect to one or more Funds (as such term is defined below);

NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Trust and BNYM hereby agree as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1. “Board” shall mean the board of directors or board of trustees, as the case may be, of the Trust.

2. “Eligible Foreign Custodian” shall have the meaning provided in the Rule.

3. “Monitoring System” shall mean a system established by BNYM to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

4. “Responsibilities” shall mean the responsibilities delegated to BNYM under the Rule as a Foreign Custody Manager to a Fund with respect to each Specified Country and each Eligible Foreign Custodian selected by BNYM, as such responsibilities are more fully described in Article III of this Agreement.

5. “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended effective June 12, 2000.

Appendix II

6. “Fund” shall mean the respective portfolios, if any, of the Trusts listed on Schedule I hereto, and if none are listed, references to Fund shall be references to the Trust.

7. “Specified Country” shall mean each country listed on Schedule II attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Trust has given settlement instructions to The Bank of New York Mellon as custodian (the “Custodian”) under its Custody Agreement with the Trust.

ARTICLE II.
BNYM AS A FOREIGN CUSTODY MANAGER

1. The Trust on behalf of its Board hereby delegates to BNYM with respect to each Specified Country the Responsibilities to be performed for each Fund of the Trust.

2. BNYM accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Trust’s assets would exercise.

3. BNYM shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Trust’s foreign custody arrangements written reports notifying the Board of the placement of assets of the Trust with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Trust with any such Eligible Foreign Custodian.

ARTICLE III.
RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNYM shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNYM shall: (a) determine that assets of the Trust held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Trust’s foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Trust’s assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNYM determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Trust as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Trust with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Trust whenever BNYM determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

Appendix II -2-

2. For purposes of preceding Section 1 of this Article, BNYM’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.
REPRESENTATIONS

1. The Trust hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Trust on behalf of the Fund, constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Trust prohibits the Trust’s execution or performance of this Agreement; (b) this Agreement has been approved by the Board, and (c) the Trust’s investment advisor has indicated that it will consider the Country Risks associated with investment in each Specified Country prior to any settlement instructions being given to the Custodian with respect to any other country.

2. BNYM hereby represents that: (a) BNYM is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNYM, constitutes a valid and legally binding obligation of BNYM enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNYM prohibits BNYM’s execution or performance of this Agreement; and (c) BNYM has established the Monitoring System.

ARTICLE V.
CONCERNING BNYM

1. BNYM shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Trust or any Fund except to the extent the same arises out of the failure of BNYM to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNYM be liable to the Trust, any Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

Appendix II -3-

2. The Trust on behalf of the applicable Fund shall indemnify BNYM and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNYM by reason or as a result of any action or inaction, or arising out of BNYM’s performance hereunder, provided that the Trust, on behalf of the applicable Fund, shall not indemnify BNYM to the extent any such costs, expenses, damages, liabilities or claims arises out of BNYM’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof or to the extent any such costs, expenses, damages, liabilities or claims is attributable to the actions or omissions of an Eligible Foreign Custodian selected by BNYM and arises out of the failure of BNYM to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.

3. For its services hereunder, the Trust agrees to pay to BNYM such compensation and out-of-pocket expenses as shall be mutually agreed in writing.

4. BNYM shall have only such duties as are expressly set forth herein. In no event shall BNYM be liable for any Country Risks associated with investments in a particular country.

ARTICLE VI.
MISCELLANEOUS

1. This Agreement constitutes the entire agreement between the Trust and BNYM as a Foreign Custody Manager, and no provision in the Custody Agreement between the Trust and the Custodian shall affect the duties and obligations of BNYM hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.

2. Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing in English and shall be deemed to have been sufficiently given when received by the intended party, if delivered personally at the address set forth below for the intended party during normal business hours at such address, if sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below, or if sent by recognized overnight courier service or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Trust:   First Trust Exchange-Traded Fund

000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000

Wheaton, Illinois 60187

Attention: General Counsel

Facsimile: 000-000-0000

Confirm: 000-000-0000

If to BNYM:    The Bank of New York Mellon

000 Xxxxxxxxx Xxxxxx,

New York, New York 10286

Attention: Xxxxxxx Xxxxxxx

Facsimile: 000-000-0000

Confirm: 000-000-0000

Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other parties hereto given in accordance with this Section.

Appendix II -4-

3. Each party shall keep confidential any information relating to the other party's business (“Confidential Information”). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Trust or BNYM and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Trust or BNYM a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is necessary for BNYM to release such information in connection with the provision of services under this Agreement; (b) it is already known to the receiving party at the time it is obtained; (c) it is or becomes publicly known or available through no wrongful act of the receiving party; (d) it is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (e) it is released by the protected party to a third party without restriction; (f) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (g) it is relevant to the defense of any claim or cause of action asserted against the receiving party; (h) it has been or is independently developed or obtained by the receiving party; or (i) it is necessary for BNYM to release such information to BNYM’s internal or external accountants or legal counsel who are subject to a duty of confidentiality. BNYM acknowledges and agrees that in connection with its services under this Agreement it receives non-public confidential portfolio holdings information (“Portfolio Information”) with respect to the Trust. BNYM agrees that, subject to the foregoing provisions of and the exceptions set forth in this Section 3 (other than the exception set forth above in this Section 3 as sub-item (a), which exception set forth in sub-item (a) shall not be applicable to the Trust’s Portfolio Information), BNYM will keep confidential the Trust’s Portfolio Information and will not disclose the Trust’s Portfolio Information other than pursuant to a written instruction from the Trust; provided that without the need for such a written instruction and notwithstanding any other provision of this Section 3 to the contrary, the Trust’s Portfolio Information may be disclosed to third party pricing services which are engaged by BNYM in connection with the provision of services under this Agreement and which shall be subject to a duty of confidentiality with respect to such Portfolio Information.

4. From time to time as requested by the Trust, BNYM shall provide to the Trust such certifications and sub-certifications, in the form agreed to by the Trust and BNYM, with respect to Form N-Qs, Form N-CSRs, and compliance policies and procedures under Rule 38a-1 under the 1940 Act, as amended, and such other matters that may be reasonably requested by the Trust or the Trust’s Chief Compliance Officer from time to time. In addition, BNYM will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to enable the Trust to fulfill its obligations under Rule 38a-1 of the 1940 Act.

Appendix II -5-

5. In the event that the Trust establishes one or more additional Funds with respect to which it desires to have BNYM serve as Foreign Custody Manager under the terms hereof, it shall so notify BNYM in writing, and if BNYM agrees in writing to provide such services, such Fund will be added to this Agreement.

6. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.

7. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and BNYM hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and BNYM each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

8. The parties hereto agree that in performing hereunder, BNYM is acting solely on behalf of the Trust and no contractual or service relationship shall be deemed to be established hereby between BNYM and any other person by reason of this Agreement.

9. (a) It is expressly acknowledged and agreed that the obligations of the Trust (and Funds thereof) hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust (and Funds thereof), personally, but shall bind only the trust property of the Trust and the applicable Fund, as provided in the Trust's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust and the applicable Fund as provided in the Trust's Declaration of Trust.

(b) This Agreement is an agreement entered into between BNYM and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the BNYM shall look for payment of such obligation solely to the assets of the Fund to which such obligation relates with the same effect as if the BNYM had separately contracted with the Trust by separate written instrument with respect to each Fund.

Appendix II -6-

(c) As used herein, the "applicable Fund" shall be each Fund in respect of which any costs, expenses, damages, liabilities or claims previously specified arise in whole or in part, and if any such costs, expenses, damages, liabilities or claims arise in respect of more than one Fund, the same shall be allocated by BNYM among such Funds in accordance with Section 7 of Article X of the Custody Agreement between the Trust and BNYM. Any amounts due BNYM which may not be allocated in accordance with the preceding sentence shall constitute General Liabilities as defined in the Trust's Declaration of Trust and allocated by the Trust and paid in accordance with the provisions thereof.

10. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

11. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Trust and the Custodian and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.

IN WITNESS WHEREOF, the Trust and BNYM have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

First Trust Advisors on behalf of the
Trusts set forth on Schedule I hereto

By:                                                       

Title:

Tax Identification No.:

The Bank of New York Mellon

By:                                                  

Title:

Appendix II -7-

SCHEDULE I

Trusts

First Trust Exchange-Traded Fund III

First Trust Exchange-Traded Fund V

First Trust Exchange-Traded Fund VI

First Trust Exchange-Traded Fund VII

First Trust Exchange-Traded Fund AlphaDEX® Fund II

Appendix II - Schedule I

SCHEDULE II

Specified Countries

Appendix II - Schedule I