AMENDMENT TO CUSTODY AGREEMENT
Ex-99.(g)(3)
Execution Version
AMENDMENT
TO
This Amendment (“Amendment”) is made as of October 12, 2023 (the “Effective Date”), by and between each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Diversified Income Fund, Cayman Commodity-MFS, LLC, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF Trust II, separately and not jointly (collectively, the “Funds”), and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
BACKGROUND:
| A. | BNY Mellon and certain of the Funds are parties to a Custody Agreement dated as of April 5, 2011 (as amended to date, the “Agreement”), relating to BNY Mellon’s provision of custody services to the Funds and each Series or subsidiary of a Fund, as applicable, listed on Schedule I to the Agreement, as such Schedule I may be amended from time to time. |
| B. | The parties desire to amend the Agreement as set forth herein. |
TERMS:
The parties hereby agree that:
| 1. | Amendment. Schedule I to the Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto. |
| 2. | Miscellaneous. |
| (a) | Capitalized terms used but not defined in this Amendment shall have the meaning given to such terms in the Agreement. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control. |
| (b) | As hereby amended and supplemented, the Agreement shall remain in full force and effect. |
| (c) | The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. |
| (d) | 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 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. |
| (e) | This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the Effective Date. 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.
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST | ||
| On behalf of each of its Series attached on Schedule I attached hereto | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Senior Director | |
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SCHEDULE I
(Amended and Restated as of October 14, 2023)
CAYMAN COMMODITY-MFS, LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST
▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Core Fund1
▇▇▇▇▇▇▇ ▇▇▇▇▇ China Equity Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Concentrated Growth Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Dynamic Municipal Income Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity Ex. China Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Enhanced Dividend Global Equity Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Equity Income Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ ESG Emerging Markets Equity Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Federal Instruments
Fund ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Government Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Money Market Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Prime Obligations Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Treasury Instruments Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Treasury Obligations Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Treasury Solutions Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Flexible Cap Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Focused Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Infrastructure Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Real Estate Securities Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Growth Fund2
▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield Municipal Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity ESG Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Income Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Small Cap Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ International Tax-Managed Equity Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Money Market Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Tax Exempt Money Market Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Growth Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Managed Futures Strategy Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Municipal Income Completion Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Short Duration Tax-Free Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Securities Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Growth Insights Fund
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Value Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small/Mid Cap Growth Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small/Mid Cap Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Strategic Growth Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Tax-Advantaged Global Equity Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Technology Opportunities Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity ESG Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Tax-Managed Equity Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ VARIABLE INSURANCE TRUST
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Core Fixed Income Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trend Driven Allocation Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Government Money Market Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mid Cap Value Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Multi-Strategy Alternatives Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Strategic Growth Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Insurance Trust - ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity Insights Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Emerging Markets Local Currency Bond ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Emerging Markets USD Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access High Yield Corporate Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Inflation Protected USD Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Treasury 0-1 Year ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access China Bond ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate 1-5 Year Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Investment Grade Corporate 10+ Year Bond ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Total Bond Market ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access U.S. Aggregate Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access U.S. Treasury Bond ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Ultra Short Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Emerging Markets Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Europe Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® International Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Japan Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Paris-Aligned Climate U.S. Large Cap Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® U.S. Large Cap Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® U.S. Low Vol Plus Equity ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® U.S. Small Cap Equity ETF
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Bloomberg Clean Energy Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Equal Weight U.S. Large Cap Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Consumer Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Health Care Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Planet Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Real Estate and Infrastructure Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Future Tech Leaders Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Hedge Industry VIP ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Innovate Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ JUST U.S. Large Cap Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® Emerging Markets Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® International Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® International Small Cap Equity ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® U.S. Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® World Low Vol Plus Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Paris-Aligned Climate High Yield
Corporate Bond ETF* ▇▇▇▇▇▇▇ ▇▇▇▇▇ Community Municipal Bond ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Paris-Aligned Climate Emerging Markets Equity ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Paris-Aligned Climate International Equity ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® U.S. Small Cap Equity ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ ActiveBeta® Emerging Markets Low Vol Plus Equity ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Access Treasury 0-6 Month ETF*
▇▇▇▇▇▇▇ ▇▇▇▇▇ Defensive Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ North American Pipelines & Power Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ Nasdaq-100 Core Premium Income ETF*3
▇▇▇▇▇▇▇ ▇▇▇▇▇ S&P 500 Core Premium Income ETF*4
▇▇▇▇▇▇▇ ▇▇▇▇▇ Small Cap Core Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ ETF TRUST II
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® U.S. 1000 Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ MarketBeta® Total International Equity ETF
▇▇▇▇▇▇▇ ▇▇▇▇▇ REAL ESTATE DIVERSIFIED INCOME FUND
DIF Investments LLC, a wholly-owned subsidiary
DIF Investments II LLC, a wholly-owned subsidiary
DIF Investments III LLC, a wholly-owned subsidiary
| * | The Fund has not yet commenced operations. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management will provide notice to BNY Mellon to commence services upon the Fund’s launch. |
| 1 | Fund has been renamed from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Growth Fund |
| 2 | Fund has been renamed from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Growth Opportunities Fund |
| 3 | Fund has been renamed from ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Tech Index Equity Premium Income ETF* |
| 4 | Fund has been renamed from ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Equity Premium ETF* |
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