FIRST AMENDMENT TO CUSTODY AGREEMENT
Execution Version
FIRST AMENDMENT
TO
This First Amendment (“Amendment”) is made as of October 22, 2024 (“Effective Date”), by and among BNY Mellon ETF Trust II (the “Trust”), The Bank of New York Mellon (“BNY Mellon”) and, solely for purposes of payment pursuant to Section 12.1 of the Agreement (defined below), BNY Mellon ETF Investment Adviser, LLC (the “Adviser”).
BACKGROUND:
| A. | BNY Mellon and the Trust entered into a Custody Agreement dated as of September 25, 2024 (the “Agreement”), relating to BNY Mellon’s provision of services to the portfolios, identified on Appendix I thereto (each, a “Series”). |
| B. | The parties desire to amend the Agreement as set forth herein. |
TERMS:
The parties hereby agree that:
| 1. | Appendix I to the Agreement is hereby deleted in its entirety and replaced with Appendix I attached hereto. |
2. Miscellaneous.
| (a) | As hereby amended and supplemented, the Agreement shall remain in full force and effect. |
| (b) | The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter thereof and supersedes all prior communications with respect thereto. |
| (c) | The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by "Electronic Signature", which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case |
Execution Version
by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.
| (d) | This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws. |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
On behalf of each Series identified on Appendix I attached hereto
By:_/s/ Xxxxx X. Kelleher__________
Name: Xxxxx X. Xxxxxxxx ________________
Title: Vice President_________________
THE BANK OF NEW YORK MELLON
By:__/s/ Xxxxxx X Xxxxx Xx____________
Name: Xxxxxx X Xxxxx Xx ____________
Title: Vice President ______________
Solely for purposes of payment pursuant to Article 12.1 of the Agreement,
BNY MELLON ETF INVESTMENT ADVISER, LLC
By:_ /s/ Xxxxx X. Xxxxxxxx __________
Name: Xxxxx X. Xxxxxxxx ______________
Title: Vice President ______________
Execution Version
APPENDIX I
(Amended and Restated as of October 22, 2024)
| Trust | Series |
| BNY Mellon ETF Trust II | BNY Mellon Dynamic Value ETF |
| BNY Mellon Concentrated Growth ETF |
