BNY_Mellon-CTR054503-AmendmentNo1.pdf

CONTRACT AMENDMENT

Contract No.: CTR054503 Description: Custodian and Investment Services Contractor: The Bank of New York Mellon

Contract Amendment No. One (1)

In accordance with the Uniform Terms and Conditions, Section 5.1 (Amendments), the above referenced Contract is hereby amended as follows:

1) The following fees are added to the Pricing Schedule:

Description Services included Unit Measure 5-year price

Guarantee 10-year price

Guarantee Performance Analytics Manager Comparison ☒ $500.00 per fund per annum $500.00 per fund per annum

All other fees remain unchanged.

2) Provision 4.6 below has been added to the Scope of Work Section B (Asset Services) 4 (Tax Reclaim Support):

4.6 Provide enhanced German tax reclaim services in accordance with the following documents:

• Appendix 1 – A50J Subscription Letter.

3) The following fee has been added to Attachment E: Pricing Schedule.

Enhanced Tax Reclaim Services (SOW B 4.6) - $100.00 German Article 50j holding period report, per claim.

All other requirements, terms, and conditions remain unchanged.

Contractor hereby acknowledges receipt and understanding of this Contract Amendment.

This Contract Amendment is hereby executed this date by the Arizona State Retirement System.

Signature

Signature

Athena Elliston

Name

Chief Procurement Officer

Title Date Title Date

7/29/2022

Declan Denehan

XGHY602

Typewritten text Declan Denehan

XGHY602

Typewritten text Managing Director

XGHY602

Typewritten text 8/19/2022

APPENDIX 1

SUBSCRIPTION TO THE BNY MELLON GERMAN ARTICLE 50j CUSTODY TAX SERVICE OFFERING

PLEASE READ – YOU, _Arizona State Retirement System_, (THE “CLIENT”) HAVE REQUESTED THE PROVISION OF BNY MELLON’S ARTICLE 50j TAX SERVICE OFFERING. THE DELIVERY OF THIS

SERVICE IS SUBJECT TO CERTAIN CONDITIONS OUTLINED BELOW. IF YOU ARE UNABLE

OR UNWILLING TO COMPLY WITH THESE CONDITIONS THEN YOU MUST IMMEDIATELY NOTIFY

YOUR RELATIONSHIP MANAGER AND DISCONTINUE USE OF THE SERVICE. THIS SUBSCRIPTION

LETTER PROVIDES IMPORTANT INFORMATION AND, IN ADDITION TO YOUR CLIENT AGREEMENT,

INFORMS YOU OF THE BASIS AND TERMS ON WHICH BNY MELLON SUPPORTS AND

PROVIDES SERVICES RELATED TO THE GERMAN ARTICLE 50j CUSTODY TAX SERVICE.

1. BACKGROUND

1.1 In December 2016 the German Federal Parliament passed the German Anti-Base Erosion and Profit Shifting (BEPS) law. Article 50j of this law introduced requirements for claimants seeking a double taxation treaty rate on dividend payments lower than the standard rate of 15%. This requirement is effective for all dividends paid on or after 1 January 2017.

1.2 The conditions that a Client must meet in order to be an eligible claimant include:

1.2.1 the Client (as an investor) must hold the relevant security for 45 consecutive days within a 91 day window surrounding paydate (i.e. 45 days prior to and 45 days post paydate);

1.2.2 the Client as an investor must bear at least 70% of the market risk (risk of change of value) of the relevant security during the minimum holding period of 45 days;

and

1.2.3 the Client is not obligated to compensate, transfer, or forward any portion of the income to another person or third party.

1.3 If the Client holds a long position of the relevant security for at least one consecutive calendar year prior to the dividend pay date then the conditions outlined in paragraph 1.2 above do not apply.

2. SERVICE OFFERING

2.1 Solely with regards to paragraphs 1.2.1 and 1.3 above, the Client is directing BNY Mellon (the “Custodian”), and the Custodian has agreed, to provide the following reporting:

2.1.1 an Article 50j report for each German income payment which is in scope of the Article 50j BEPS law, which contains both the amount of shares which met the conditions outlined in paragraph 1.2.1 and the amount of shares which met the conditions mentioned in paragraph 1.3 above; and

2.1.2 a transaction report for each German income payment which is in scope of Article 50j for reconciliation purposes (collectively with the report outlined in paragraph

2.1.1 the “Article 50j Holding Period Reports”), which contains (a) all transactions in the respective German security from pay date minus one year until the 45th business day after the pay date, and (b) the opening balance, i.e.

the holdings on pay date minus one year minus one business day.

2.2 The Client acknowledges that in order to generate the Article 50j Holding Period Reports the Custodian shall perform calculations utilising its books and records by applying a ‘first-in, first out” methodology on the relevant securities transactions.

Such calculations are performed at a securities account level only and not at the beneficial owner level. Any output is calculated per securities account and not across multiple securities account of the Client. For the purposes of preparing any Article 50j Holding Period Report, any increase in the amount of existing holdings in the relevant period is deemed an acquisition of securities and conversely any decrease is deemed a disposal of such security. In addition, the transfer of securities from one securities account to another securities account (on the Custodian’s books and records) would be treated, respectively, as a disposal and acquisition unless the transfer is clearly confirmed by the Client as a non-change of beneficial ownership. The Client further acknowledges that the Custodian makes no representation or warranty as to the adequacy of said reports for determinations of eligibility as a claimant under the BEPS law.

2.3 The Client agrees that for the purposes of the Article 50j Holding Period Reports it remains solely responsible for confirming (a) that it is the economic owner of the relevant securities for the purposes of Art 39 of the German General Tax Code, (‘Abgabenordnung’) and (b) that it meets the eligibility criteria to benefit from the double taxation treaty.

2.4 The Client agrees that it, and not the Custodian, shall review and execute the forms necessary for filing reclaims in accordance with BEPS law, including without limitation completion of a separate tax questionnaire to be provided to the Custodian to acknowledge the Client’s satisfaction of the requirements of paragraph 1.2.2 and

1.2.3 above. The Client further understands that the Client shall be the designated applicant with the German tax authorities. The Custodian will assemble the documentation provided by the Client and file the reclaim with the German tax authorities. The Client agrees to cooperate in good faith and to undertake any and all additional steps as may be requested to complete the actual filing of the reclaims with the German tax authorities.

2.5 The Client acknowledges and agrees that the Custodian is not a tax adviser, and its provision of any Article 50j Holding Period Report is not tax advice. The Client will obtain its own independent tax advice for any tax-related matter.

3. FEES

The Client acknowledges that directing the Custodian to provide the Article 50j Holding Period Reports as set forth herein will result in additional fees to be paid to the Custodian as set forth on the Client’s fee schedule.

4. GOVERNING LAW AND JURISDICTION

This subscription document shall be construed in accordance with and governed by the law as provided for in the client’s global custody agreement with the Custodian.

Agreed and Acknowledged by:

Arizona State Retirement System

- or - By its duly authorised officer

Athena Elliston, Chief Procurement Officer