AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 15th, 2025 • 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.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 15th, 2025 • BNY Mellon ETF Trust II
This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and Section 1.368-2(g) of the treasury regulations promulgated under the Code (the “Treasury Regulations”). The reorganization will consist of (a) the transfer of all of the assets of the Mutual Fund to the Acquiring ETF in exchange for shares of beneficial interest, no par value per share, of the Acquiring ETF (“Acquiring ETF Shares”), and the assumption by the Acquiring ETF of the liabilities of the Mutual Fund as described herein, and (b) the distribution, after the Closing Date hereinafter referred to, of the Acquiring ETF Shares to the shareholders of the Mutual Fund in liquidation of the Mutual Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”).