EX-99.(H)(46) 3 taagreementforpartc.htm EX-99.(H)(46) TRANSFER AGENCY & SERVICE AGREEMENT Document
image_0a.jpg EXECUTION

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT is made as of the 20th day of September, 2022, by and between Global X Funds, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Appendix A hereto (as such Appendix may be amended from time to time) (each a “Fund” and collectively, the “Funds”) having its principal office and place of business at 605 Third Avenue, 43rd Floor, New York, NY 10158, and 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”).
WHEREAS, the Trust, on behalf of each Fund, will ordinarily issue for purchase and redeem shares of a Fund (the “Shares) only in aggregations of Shares known as “Creation Units” as set forth in each Fund’s Statement of Additional Information, as amended and supplemented from time to time (each a “Creation Unit”) either in kind or for cash;
WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (“DTC”), or its nominee (Cede & Co.), will be the registered owner (the “Shareholder”) of all Shares; and
WHEREAS, the Trust, on behalf of each Fund, desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Terms of Appointment; Duties of the Bank
1.1Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of each Fund, hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent. The Bank agrees to perform its duties under this Agreement in accordance with the provisions of this Agreement and in accordance with laws that are applicable to the Bank as a result of the services provided hereunder.
1.2Pursuant to such appointment, the Bank agrees that it will perform the following services:
(a)In accordance with the terms and conditions of this Agreement and Authorized Participant Agreements prepared by the Trust’s distributor (“Distributor”), a copy of which is attached hereto as Exhibit A, the Bank shall:
(i)Perform and facilitate the performance of purchases and redemptions of Creation Units for each Fund;
(ii)Prepare and transmit by means of DTC’s book-entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the applicable Fund;
(iii)Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust, on behalf of a Fund, and held by the Shareholder;
(iv)Record the issuance of Shares of each Fund of the Trust and maintain a record of the total number of Shares of each Fund of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares of each Fund. The Bank, when recording the issuance of Shares, shall work with the Trust and the Distributor to monitor the issuance of


such Shares. Notwithstanding the foregoing, compliance with and monitoring of the laws relating to the issue or sale of such Shares shall be the sole responsibility of the Trust other than laws directly applicable to the Bank as a result of the services provided pursuant to this Agreement.
(v)Prepare and transmit to the Trust and the Trust’s administrator and to any applicable securities exchange (as specified to the Bank by the Trust or its administrator) information with respect to purchases and redemptions of Shares of each Fund;
(vi)On days that the Trust, on behalf of each Fund, may accept orders for purchases or redemptions, calculate and transmit to the Distributor and the Trust’s administrator the number of outstanding Shares of each Fund;
(vii)On days that the Trust, on behalf of each Fund, may accept orders for purchases or redemptions (pursuant to the Authorized Participant Agreement), transmit to the Bank, the Trust and DTC the amount of Shares purchased on such day for each Fund;
(viii)Confirm to DTC the number of Shares of a Fund issued to the Shareholder, as DTC may reasonably request;
(ix)Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;
(x)Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares of a Fund in accordance with policies and procedures of DTC for book-entry only securities;
(xi)Distribute or maintain, as directed by the Trust, on behalf of each Fund, amounts related to purchases and redemptions of Creation Units, dividends and distributions, variation margin on derivative securities and collateral;
(xii)Send to the National Securities Clearance Corporation on the evening of each trade day a portfolio composition file for each Fund of the Trust displaying the individual securities and other assets and the weightings that make up each Fund’s basket for the following trade day;
(xiii)Maintain those books and records of each Fund of the Trust specified by the Trust in Schedule A attached hereto;
(xiv)Prepare a monthly report of all purchases and redemptions of Shares of each Fund during such month on a gross transaction basis, and identify on a daily basis the net number of Shares of each Fund either redeemed or purchased on such Business Day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares of each Fund purchased or redeemed;
(xv)Receive from the Distributor or from its agent purchase orders from Authorized Participants (as defined in the Authorized Participant Agreement) for Creation Units received in good form and accepted by or on behalf of a Fund of the Trust by the Distributor, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of each Fund of the Trust and hold such Shares of each Fund in the account of the Shareholder for each of the Funds;
(xvi)Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to The Bank of New York as custodian for the Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and redeem the appropriate number of Creation Units of each Fund held in the account of the Shareholder;
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(xvii)Confirm the name, U.S taxpayer identification number and principal place of business of each Authorized Participant;
(xviii)The Bank may execute transactions directly with Authorized Participants to the extent necessary or appropriate to enable the Bank to carry out any of the duties set forth in items (i) through (xvii) above; and
(xix)Except as otherwise instructed by the Trust on behalf of a Fund, the Bank shall process all transactions in each Fund in accordance with the policies and procedures mutually agreed upon between the Trust and the Bank with respect to the proper net asset value to be applied to purchases received in good order by the Bank or from an Authorized Participant before any cut-offs established by the Trust, and such other matters set forth in items (i) through (xvii) above as these policies and procedures are intended to address.
(b)The Bank may maintain and manage, as agent for the Trust on behalf of a Fund, such accounts as the Bank shall deem necessary for the performance of its duties under this Agreement, including, but not limited to, the processing of Creation Unit purchases and redemptions; and the payment of dividends and distributions. The Bank may maintain such accounts at financial institutions deemed appropriate by the Bank in accordance with applicable law.
(c)In addition to the services set forth in the above Sub-section 1.2(a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account of the Shareholder, maintaining the books and records set forth on Schedule A attached hereto, and performing such services identified in each Authorized Participant Agreement.
(d)The following shall be delivered to DTC participants as identified by DTC as the Shareholder for book-entry only securities:
(i) Annual and semi-annual reports of a Fund;
(ii) Trust or Fund proxies, proxy statements and other proxy soliciting materials;
(iii) Fund prospectus and amendments and supplements thereto, including stickers;
(iv) Other communications as the Trust, on behalf of a Fund, may from time to time identify as required by law or as the Trust, on behalf of a Fund, may reasonably request; and
(v) The Bank shall provide additional services, if any, as may be agreed upon in writing by the Trust, on behalf of a Fund, and the Bank.
(e)     The Bank shall keep accurate books and records relating to the services to be performed hereunder, in the form and manner required by applicable laws, rules, and regulations under the 1940 Act and to the extent required by Section 31 of the 1940 Act and the rules thereunder (the “Rules”), all such books and records shall be the property of the Trust, on behalf of a Fund, will be preserved, maintained and made available in accordance with such Section 31 and the Rules, and will be surrendered promptly to the Trust, on behalf of a Fund, on and in accordance with its request. The Bank agrees that it will store all records on media designed to protect their usability, reliability, authenticity and preservation consistent with the 1940 Act. The Trust, on behalf of a Fund, or its authorized representatives (including the Trust’s independent public accountants), shall have access to such books and records during the Bank’s normal business hours. Upon the reasonable request of the Trust, on behalf of a Fund, copies of any such books and records shall be provided by the Bank to the Trust, on behalf of a Fund, or its authorized representative (including the Trust’s independent public accountants). Upon the reasonable request of the Trust, on behalf of a Fund, and payment of a fee to be mutually agreed upon by the parties, the Bank shall provide in a format to be mutually agreed upon by the parties any records which are maintained by the Bank on a computer disc, or are similarly maintained
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(f)     The Bank will act only upon instruction from the Trust and/or Distributor in addressing any failure in the delivery of cash, securities and/or shares in connection with the creation and redemption of Creation Units.
2.Fees and Expenses
2.1The Bank shall receive from the Trust, on behalf of a Fund, such compensation for the Transfer Agent’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
2.2In addition to the fee paid under Section 2.1 above, the Trust, on behalf of a Fund, agrees to reimburse the Bank for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Fund Shares shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, on behalf of a Fund, will be reimbursed by the Trust, on behalf of the respective Fund.
2.3The Trust, on behalf of a Fund, agrees to pay all fees and reimbursable expenses within thirty business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Fund shareholder accounts shall be advanced to the Bank by the Trust, on behalf of a Fund, at least seven (7) days prior to the mailing date of such materials.
2.4The Trust, on behalf of a Fund, hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to the investment adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the Bank to such investment adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Board of Trustees of the Trust and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits.
2.5The parties agree that any new fees and/or expenses to be charged to the Trust that are related to any changes to the services required by any new applicable law, rule or regulation shall be agreed upon in advance.
3.Representations and Warranties of the Bank
The Bank represents and warrants to the Trust that:
(a) It is a banking company duly organized and existing and in good standing under the laws of the State of New York.
(b) It is duly qualified to carry on its business in the State of New York.
(c) It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into, and perform its obligations under, this Agreement.
(d) This Agreement has been duly authorized, executed and delivered by the Bank and constitutes a valid and legally binding obligation of the Bank, enforceable in accordance with its terms,
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except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar law affecting the enforcement of creditors’ rights generally.
(e) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
(f) It is and will continue to be duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended, and it will remain so registered for the duration of this Agreement.
(g) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, applicable to it by virtue of the services to be provided to the Trust under this Agreement, has made and will continue to make all necessary filings, including tax filings, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its organizational documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.
(h) It has adopted and implemented written policies and procedures reasonably designed to comply with Rule 38a-1 under the 1940 Act.
4.Representations and Warranties of the Trust
The Trust represents and warrants to the Bank that:
(a) It is duly organized and existing and in good standing under the laws of Delaware.
(b) It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.
(c) It is an open-end management investment company registered under the 1940 Act.
(d) A registration statement under the Securities Act of 1933, as amended, on behalf of each Fund of the Trust (the “Registration Statement”) has become effective, will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of each Fund of the Trust being offered for sale.
(e) This Agreement has been duly authorized, executed and delivered by the Trust, on behalf of each Fund, and constitutes a valid and legally binding obligation of the Trust, on behalf of each Fund, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar law affecting the enforcement of creditors’ rights generally.
(f) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings, including tax filings, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its organizational documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.

5.Indemnification
5.1The Bank shall not be responsible for, and the Trust, on behalf of a Fund, shall indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”)
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including, without limitation, those incurred by the Bank in a successful defense of any claims by the Trust, on behalf of a Fund, which may be sustained or incurred by or which may be asserted against the Bank in connection with or relating to this Agreement or the Bank’s actions or omissions with respect to this Agreement, or as a result of acting upon any instructions reasonably believed by the Bank to have been duly authorized by the Trust, on behalf of a Fund, or upon reasonable reliance of information or records given or made by the Trust, on behalf of a Fund; except for any Losses for which the Bank has accepted liability pursuant to Sub-Section 6 of this Agreement. In no event shall the Trust be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable.
5.2This indemnification provision shall apply to actions taken or omissions pursuant to this Agreement or an Authorized Participant Agreement.
5.3In the event of any demand, or any civil, criminal, administrative, or investigative claim, action, or proceeding for which the Trust may be required to indemnify the Bank, the Bank shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim; provided, however, that any failure by the Bank to provide such notice shall not relieve the Trust of its obligations to indemnify and hold harmless the Bank under this Agreement except to the extent the Trust can demonstrate actual prejudice as a result of such failure. The Trust shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its own name or in the name of the Bank. The Bank shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify the Bank except with the Trust’s prior written consent.

6.Standard of Care and Limitation of Liability
The Bank shall exercise reasonable care in fulfilling its duties hereunder, provided that the Bank shall not be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgement of any court of competent jurisdiction. In the event the Trust, in its reasonable opinion, determines the Bank has performed the services negligently, fraudulently, or with bad faith or willful misconduct, the Trust shall provide timely notice to the Bank of such determination, and the Bank’s responsibility and liability therefor shall be limited solely to the re-performance of the services. Where the Bank, in its reasonable discretion, determines re-performance to be an ineffective remedy, the Bank shall be liable to the Trust to the extent that the damages incurred by it resulted directly from the Bank’s negligence, bad faith, fraud, or willful misconduct in performing the services and subject to Sub-Section 6(d) below. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard of care:
(a)The conclusive reliance in good faith on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including, but not limited to, any previous transfer agent or registrar except where such other person or firm is the Bank or an affiliate of the Bank.
(b)The conclusive reliance in good faith on, or the carrying out by the Bank or its agents or subcontractors of, any instructions or requests of the Trust or instructions or requests on behalf of the Trust, including, without limitation, instructions of the Distributor.
(c) The offer or sale of Shares by or for the Trust, on behalf of a Fund, in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state (except to the extent that such violation resulted solely and directly from the Bank’s failure to
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comply with the instructions of the Trust, on behalf of a Fund, or the Trust’s administrator identifying the states and countries where the Shares of the Fund are registered or exempt).
(d)Notwithstanding anything in this Agreement to the contrary, (i) in no event shall the Bank’s aggregate liability during each calendar year throughout the term of this Agreement exceed the total fees paid by Trust to the Bank for services rendered in connection with this Agreement and that certain Custody Agreement dated Septemebr 20th, 2022 during the applicable calendar year (“Aggregate Liability”) and (ii) the Bank and the Trust agree that any amount that the Bank may agree to pay in response to a claim by the Trust for recovery of any losses, costs, damages or expenses resulting from the Bank’s provision of the services described herein, shall be applied to the calculation of the Aggregate Liability whether or not the Bank acknowledges liability therefor.
7.Concerning the Bank
7.1
(a)The Bank may, at its own expense, employ agents or attorneys-in-fact which are not affiliates of the Bank with the prior written consent of the Trust (which consent shall not be unreasonably withheld), and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of such agents or attorneys-in-fact, provided that the Bank acts in good faith and with reasonable care in the selection and retention of such agents or attorneys-in-fact.
(b)The Bank may, at its own expense, upon written notice to the Trust but without the prior consent of the Trust, enter into subcontracts, agreements and understandings with any Bank affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge the Bank from its obligations hereunder. The Bank shall be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any such Bank affiliate utilized hereunder to the same extent as the Bank would be liable hereunder if it had taken or omitted such action itself.
7.2The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. The Trust, on behalf of a Fund, agrees to forward to the Bank written instructions confirming oral instructions by the close of business of the same day that such oral instructions are given to the Bank. The Trust, on behalf of a Fund, agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank.
7.3 The Bank shall establish and maintain a disaster recovery plan and back-up system satisfying the requirements of its regulators (the “Disaster Recovery Plan and Back-Up System”). The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control which are not a result of its negligence, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions of transportation, computer (hardware or software) or communication services; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if the Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay or failure the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances and to mitigate the effects of any such failure to perform or to mitigate the damages contemplated by this Section 7.3. The Bank shall make reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available and, in the event of equipment failures, the Bank shall, at no additional expense to the Trust, take reasonable steps to minimize service interruption.
7.4The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and the Authorized Participant Agreement,
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and no covenant or obligation shall be implied against the Bank in connection with this Agreement, except as set forth in this Agreement and the Authorized Participant Agreement.
7.5At any time, the Bank may apply to an officer of the Trust, but is not obligated to do so, for written instructions with respect to any matter arising in connection with the Bank’s duties and obligations under this Agreement, and the Bank, its agents, and subcontractors shall not be liable for any action taken or omitted to be taken in good faith in accordance with such instructions. Such application by the Bank for instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written or oral instructions in response to such application specifying the action to be taken or omitted. In connection with the foregoing, the Bank may consult with legal counsel of its own choosing, but is not obligated to do so, and advise the Trust if any instructions provided by the Trust at the request of the Bank pursuant to this Article or otherwise would, to the Bank’s knowledge, cause the Bank to take any action or omit to take any action contrary to any law, rule, regulation or commercially reasonable practice for similarly situated service providers. In the event a situation or circumstance arises whereby the Bank adopts a course of conduct in reliance upon written legal advice it has received (which need not be a formal opinion of counsel) and the course of conduct is not identical to the course of conduct contained in the instructions received from the Trust, the Bank may reply upon and follow the written legal advice without liability hereunder provided it otherwise acts in compliance with its rights and obligations under this Agreement and notifies the Trust of its determination. The Bank, its agents and subcontractors may act upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Bank or its agents or subcontractors by or on behalf of the Trust by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.
7.6The Bank shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Bank in connection with the services provided by the Bank hereunder. Notwithstanding the foregoing, the parties hereto acknowledge that the Trust, on behalf of a Fund, shall retain all ownership rights in Trust data residing on the Bank’s electronic system and any and all proprietary data provided by the Trust on behalf of a Fund and including nonpublic account data generated by the Bank solely as a result of the provision of services under this Agreement (but excluding the Bank’s proprietary data and third party data governed by a license agreement or similar written agreement) which shall be owned exclusively by the Trust, on behalf of a Fund.
7.7Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:
(a) The legality of the issue, sale or transfer of any Shares of a Fund, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares of a Fund, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust to request such purchase;
(c) The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares of a Fund in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares of a Fund.
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7.8     In performing the services hereunder, the Bank shall endeavor to comply with the applicable provisions of each Fund’s current prospectus(es) and statement(s) of additional information, and effective amendments thereto.
7.9     The Bank has implemented compliance policies and procedures reasonably designed to prevent violations by the Bank of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act), and it will reasonably cooperate with, including making its personnel available, and provide such information as may reasonably be requested by the Trust or the Trust’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, the Bank will provide summary procedures and updates, as applicable, to the CCO and the Trust concerning the Bank’s compliance with applicable laws and regulations, including the federal securities laws. On a quarterly basis, the Bank will provide to the Trust a certification in connection with Rule 38a-1 under the 1940 Act, including an attestation as to whether there have been any material changes to the summaries of policies and procedures provided to the Trust, and sub-certifications related to the Sarbanes-Oxley Act of 2002.
7.10     The Bank shall, upon request, furnish to the Trust, at least annually, a report in accordance with Statements on Standards for Attestation Engagements No. 16 (the “SSAE Report”) as well as such other reports and information relating to the Bank’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and its services, as the parties may mutually agree upon. In addition, and no more than annually, the Bank will participate in the Trust’s reasonable information security questionnaire processes.
7.11     The Bank shall reasonably cooperate with the Trust’s independent public accountants and shall take reasonable actions in the performance of its obligations under this Agreement to make available such information, as may be reasonably requested by the Trust from time to time, to such accountants for the expression of their opinion.
7.12     The Bank will implement and maintain an information security program with written policies and procedures reasonably designed to protect the confidentiality and integrity of the Trust’s confidential information provided to the Bank in accordance with this Agreement and when in the Bank’s possession or under the Bank’s control (“Customer Data”). The information security program will contain administrative, technical and physical safeguards, appropriate to the type of Customer Data concerned, reasonably designed to: (i) maintain the security and confidentiality of Customer Data; (ii) protect against anticipated threats or hazards to the security or integrity of Customer Data; (iii) protect against unauthorized access to or use of Customer Data that could result in substantial harm or inconvenience to Customer or its clients, and (iv) provide for secure disposal of Customer Data. The Bank’s information security program is dynamic and may be modified to address technological changes or changes in the threat landscape, the Bank’s business activities or other factors. The Bank reserves the right to modify its information security program at any time, provided that the Bank shall not diminish the overall level of protection provided by the information security program. The Bank shall periodically test and audit its information security program.
8.Providing of Documents by the Trust and Transfers of Shares
8.1The Trust shall promptly furnish to the Bank with a copy of its Declaration of Trust and all amendments thereto.
8.2In the event that DTC ceases to be the Shareholder, the Bank shall re-register the Shares in the name of the successor to DTC as Shareholder upon receipt by the Bank of such documentation and assurances as it may reasonably require.
8.3The Bank shall have no responsibility whatsoever with respect to any beneficial interest in any of the Shares owned by the Shareholder.
8.4The Trust shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:
(a)A certified copy of the amendment to the Trust’s Declaration of Trust with respect to such increase, decrease or change; and
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(b)An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), (ii) the status of the Trust with regard to the 1940 Act, and (iii) the due and proper listing of the Shares on all applicable securities exchanges.
8.5Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Trust, on behalf of a Fund, shall deliver to the Bank:
(a)     A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and
(b)     An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore with respect to all Shares of the Trust being offered for sale), (ii) the status of the Trust with regard to the 1940 Act, and (iii) the due and proper listing of the Shares on all applicable securities exchanges.
8.6.     The Bank and the Trust, on behalf of a Fund, agree that all books, records, confidential, non-public, or proprietary information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any person other than its auditors, accountants, regulators, employees, agents, attorneys-in-fact or counsel, except as may be, or may become required by law, by administrative or judicial order or by rule. The foregoing confidentiality obligation shall not apply to any information to the extent: (i) it is already known to the receiving party at the time it is obtained; (ii) it is or becomes publicly known or available through no wrongful act of the receiving party: (iii) it is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) it is released by the protected party to a third party without restriction; or (v) it has been or is independently developed or obtained by the receiving party without reference to the information provided by the protected party.
8.7     The Bank shall: (i) promptly notify the Trust of any unauthorized access to confidential information of the Trust in the possession or control of the Bank (“Security Incident”); (ii) provide updates to the Trust regarding the Bank’s response to the extent any such updates may be available and not privileged information or otherwise part of an investigation; and (iii) use reasonable efforts to resolve the Security Incident, mitigate any harm resulting from the Security Incident and implement measures designed to prevent a recurrence of Security Incidents of a similar nature.
8.8 In case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will promptly employ reasonable commercial efforts to notify the Trust and secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it will likely be held liable for the failure to exhibit the Shareholder records to such person.
9.Termination of Agreement
9.1The term of this Agreement shall be three years commencing upon the date hereof (the "Initial Term") and shall automatically renew for additional one-year terms (each a “Subsequent Term”) unless either party provides written notice of termination at least one hundred-twenty (120) days prior to the end of the Initial Term or any Subsequent Term (the “Termination Period”) or, unless earlier terminated as provided below:
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(a)Either party hereto may terminate this Agreement prior to the expiration of the Initial Term in the event the other party breaches any material provision of this Agreement, including, without limitation in the case of the Trust, its obligations under Section 2.1, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights, benefits, duties and obligations under this Agreement with respect to any other Fund.
(b)Either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (ii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 9.1(b) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.
9.2Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust.
9.3The terms of Article 2 (with respect to fees and expenses incurred prior to termination), Article 5 and Article 6 shall survive any termination of this Agreement.
9.4Upon termination of the Agreement, the Bank will (i) deliver to or otherwise surrender the records maintained by the Bank in accordance with Sub-Section 1.2(e) above, and (ii) reasonably cooperate in the transfer of such duties and responsibilities, including provisions for assistance from the Bank’s personnel in the establishment of books, records and other data by such successor or successors during the Termination Period.
10.Additional Funds
In the event that the Trust establishes one or more additional Funds with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such additional issuance shall become Shares hereunder and Schedule A shall be amended accordingly.
11.Assignment
11.1Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party; provided, however, either party may assign this Agreement to a party controlling, controlled by or under common control with it so long as the assignee or transferee agrees to be bound by all terms of this Agreement in place of the assigning party, and, with respect to the Bank, such assignment or transfer does not impair the provision of services under this Agreement in any material respect.
11.2This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
12.Severability and Beneficiaries
12.1In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, the legality and enforceability of the remaining provisions shall not in any way be affected thereby provided that the obligation of the Trust, on behalf of a Fund, to
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pay fees and expenses hereunder is conditioned upon provision of services to the Trust, on behalf of a Fund by the Bank.
12.2 This Agreement is solely for the benefit of the Bank and the Trust, on behalf of each Fund, and none of any Authorized Participant (as defined in the Authorized Participant Agreement), the Distributor, any Shareholder or beneficial owner of any Shares shall be or be deemed a third party beneficiary of this Agreement.
13.Amendment
This Agreement may be amended or modified by a written agreement executed by both parties.
14.New York Law to Apply
This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust, on behalf of a Fund, and the Bank hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust, on behalf of a Fund, and the Bank hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust, on behalf of a Fund, and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
15.Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
16.Notices
All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.
If to the Bank:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: ETF Operations
with a copy to:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Dept. – Asset Servicing

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If to the Trust:
Global X Funds
605 Third Avenue, 43rd Floor
New York, NY 10158
Attn: Susan D. Lively, Esq.
17.Information Sharing
    The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including, audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes the Bank to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information provided, however, that unless such Customer-Related Data is aggregated and anonymized, no such consent is provided for disclosure of Customer-Related Data to affiliates and subsidiaries of the BNY Mellon Group operating as a registered investment manager or adviser to mutual funds, exchange traded funds, other collective investment vehicles, separate accounts or other investment management products and (ii) the Bank may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust, on behalf of a Fund, confirms that it is authorized to consent to the foregoing.
18.Counterparts
This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
19.Limitations of Liability of the Trustees and Shareholders
It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any shareholder, Trustee, officer, employee or agent of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust and By-Laws. This Agreement has been duly authorized, executed and delivered by the Trust and neither such authorization nor such execution and delivery shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust and By-Laws.
20.Several Obligations of the Funds
This Agreement is an agreement entered into between the Bank and the Trust with respect to each Fund. With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Fund to which such obligation relates as though the Bank had separately contracted with the Trust by separate written instrument with respect to each Fund.

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[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the latest date set forth below.

GLOBAL X FUNDS, ON BEHALF OF THE FUNDS LISTED ON APPENDIX A




By:    /s/ Susan Lively
Name: Susan Lively
Title: Secretary
    Date: September 20, 2022
THE BANK OF NEW YORK MELLON

By:    /s/ Nicole Fouron
Name: Nicole Fouron
Title: Managing Director
    Date: September 27, 2022

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APPENDIX A
Funds
Global X Russell 2000 Covered Call & Growth ETF
Global X Financials Covered Call & Growth ETF
Global X Health Care Covered Call & Growth ETF
Global X Information Technology Covered Call & Growth ETF


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SCHEDULE A
Books And Records To Be Maintained By The Bank

Source Documents requesting Creations and Redemptions
Correspondence/AP Inquiries
Reconciliations, bank statements, copies of canceled checks, cash proofs
Daily/Monthly reconciliation of outstanding Shares between the Trust and DTC
Dividend Records
Year-end Statements and Tax Forms

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EXHIBIT A
Form of Authorized Participant Agreement


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