BY-LAWS OF BNY MELLON ETF TRUST IIBy-Laws • September 16th, 2024 • BNY Mellon ETF Trust II
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
THIS AGREEMENT is made as of the ______ day of __________, 2024, by and among each Trust including any underlying Series (hereinafter each a “Trust”, and collectively the “Trusts” as applicable) listed on Appendix A hereto (as such Appendix may be amended from time to time), THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”), and, solely for purposes of payment pursuant to Section 2 hereof, BNY Mellon ETF Investment Adviser, LLC (the “Adviser”).
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And BNY MELLON ETF TRUST IICustody Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • September 16th, 2024 • BNY Mellon ETF Trust II • New York
THIS AGREEMENT is made as of _____________________, 20__ by and between each Trust listed on the signature page hereto (each a “Fund”, and collectively the “Funds” as applicable), The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”) and, solely for purposes of payment pursuant to Sections 6(d), 7, 11 and 15(c) hereof, BNY Mellon ETF Investment Adviser, LLC (the “Adviser”).
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF BNY MELLON ETF TRUST II (a Massachusetts Business Trust) Dated as of September 9, 2024Agreement and Declaration of Trust • September 16th, 2024 • BNY Mellon ETF Trust II • Massachusetts
WHEREAS, the Trust was formed by an AGREEMENT AND DECLARATION OF TRUST dated June 24, 2024 (the “Initial Declaration”) by the initial Trustee hereunder (“Initial Trustee”);
BNY MELLON ETF INVESTMENT ADVISER, LLC FORM FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
THIS AGREEMENT, is made this [day] of [Month], 20[--], by and among each registrant identified on Schedule A (each, an "Acquiring Trust"), on behalf of itself and its current and future series identified on Schedule A, severally and not jointly (each, an "Acquiring Fund" and collectively, the "Acquiring Funds"), and each registrant identified on Schedule B (each, an "Acquired Trust"), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an "Acquired Fund" and collectively the "Acquired Funds" and together with the Acquiring Funds, the "Funds"), and shall become effective on [day] [Month], 20[--] (the "Effective Date").
AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • September 16th, 2024 • BNY Mellon ETF Trust II • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between BNY Mellon Securities Corporation (the “Distributor”), principal underwriter of the BNY Mellon ETF Trust II (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), and____________________________(the “Participant”), and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”). The Transfer Agent serves as the transfer agent of the Trust and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (the “SEC”) (together with such Fu
MANAGEMENT AGREEMENT BNY Mellon ETF Trust IIManagement Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
The above-named investment company (the “Trust”) consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Fund”), herewith confirms its agreement with you as follows:
DISTRIBUTION AGREEMENTDistribution Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time, has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of each investment company set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, the “Fund”). For purposes of this agreement the term “Shares” shall mean the authorized shares of the Fund. The Fund intends to create and redeem Shares on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such term is defined in the registration statement filed from time to time by the Fund with the Securities and Exchange Commission (the “Commission”) and effective under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registration Statement,” which co
SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON ETF INVESTMENT ADVISER, LLC 201 Washington Street Boston, Massachusetts 02108Sub-Investment Advisory Agreement • September 16th, 2024 • BNY Mellon ETF Trust II
BNY Mellon Concentrated Growth ETF (the “Fund”), a series of BNY Mellon ETF Trust II (the “Trust”), a Massachusetts business trust“”, desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund’s Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Trust’s Board of Trustees. The Trust employs BNY Mellon ETF Investment Adviser, LLC (the “Adviser”) to act as the Fund’s investment adviser pursuant to a written agreement with the Trust (the “Management Agreement”), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Fund’s sub-investment adviser as of the date set forth above (the “Effective Date”).
FORM OF OPINIONAgreement and Plan of Reorganization • September 16th, 2024 • BNY Mellon ETF Trust II
Re: Agreement and Plan of Reorganization, dated as of [DATE], 2025 (the “Agreement”), by and among (i) BNY Mellon Investment Funds IV, Inc., a Maryland corporation (the “Fund Company”), on behalf of its series, BNY Mellon Concentrated Growth Fund (the “Mutual Fund,”), (ii) BNY Mellon ETF Trust II (the “ETF Trust”), a Massachusetts business trust, on behalf of its series, BNY Mellon Concentrated Growth ETF (the “Acquiring ETF”), and (iii) BNY Mellon Investment Adviser, Inc., a New York corporation, solely for purposes of paragraph 9.3 of the Agreement.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 16th, 2024 • BNY Mellon ETF Trust II
AGREEMENT AND PLAN OF REORGANIZATION dated as of September 12, 2024 (the “Agreement”), by and among BNY MELLON INVESTMENT FUNDS IV, INC. (the “Company”), a Maryland company, on behalf of its series, and classes thereof listed on Schedule A (the “Mutual Fund”), BNY MELLON ETF TRUST II (the “ETF Trust”), a Massachusetts business trust, on behalf of its series listed on Schedule A (the “Acquiring ETF”), and, solely with respect to paragraph 9.3, BNY MELLON INVESTMENT ADVISER, INC. (“BNYM Adviser”), a New York corporation.
