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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of December 15, 2025, by and between each investment company referenced on the signature page hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY”). BNY and the Funds are collectively referred to as the “Parties” and individually as a “Party”. This Agreement shall be effective on December 15, 2025 or on such other date as the Funds and BNY may agree in writing (the “Effective Date”).

W I T N E S S E T H :

WHEREAS, each Fund is an investment company registered under the Investment Company Act of 1940, as amended; and

WHEREAS, each Fund desires to retain BNY to provide for the Funds and portfolios identified on Exhibit A hereto (each, a “Series”) the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

WHEREAS Advent Convertible and Income Fund (formerly Advent Claymore Convertible Securities and Income Fund) and BNY hereby amend and restate in full their Fund Accounting Agreement dated May 2, 2003 and their Fund Administration Agreement dated May 2, 2003;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:

“Authorized Person” shall mean each person, whether or not an officer or an employee of a Fund, duly authorized to execute this Agreement and to give Instructions on behalf of such Fund

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as set forth in Exhibit B hereto and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by BNY and the applicable Fund. From time to time each Fund may deliver a new Exhibit B to add or delete any person and BNY shall be entitled to rely on the last Exhibit B actually received by BNY.

“BNY Affiliate” shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

“Board” shall mean a Fund’s board of directors, board of trustees, general partner or manager, as applicable.

“Confidential Information” shall have the meaning given in Section 21 below.

“Contract Year” shall mean the period of twelve (12) months starting on the Effective Date and successive periods of twelve (12) months thereafter for the remainder of the term of this Agreement.

“Custody Agreement” shall mean that certain Custody Agreement, dated as of December 15, 2025, by and between BNY and each of the Funds.

“Documents” shall mean such documents, including but not limited to, Board resolutions, including resolutions of the Fund’s Board authorizing the execution, delivery and performance of this Agreement by the Fund, and opinions of outside counsel, as BNY may reasonably request from time to time, in connection with its provision of services under this Agreement.

"Instructions" shall mean Oral Instructions or written communications actually received by BNY by S.W.I.F.T., tested telex, email, letter, facsimile transmission or other method or system specified by BNY as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person.

“Investment Adviser” shall mean the entity identified by a Fund to BNY as the entity having investment responsibility with respect to the Fund.

“Key Personnel” shall mean the designated primary relationship individual and service individual assigned to the Funds as of the Effective Date.

“Net Asset Value” shall mean the per share value of a Fund, calculated in the manner described in the Fund’s Offering Materials and the Fund’s and its valuation designee’s current

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valuation policies pursuant to Rule 2a-5 under the 1940 Act as provided by or on behalf of the Fund to BNY.

“Offering Materials” shall mean a Fund’s currently effective prospectus and most recently filed registration statement with the SEC relating to shares of the Fund.

“Oral Instructions” shall mean oral instructions received by BNY under permissible circumstances agreed by the Funds and BNY, in such a manner and in accordance with such testing and authentication procedures as the Parties shall agree upon from time to time, and reasonably believed by BNY to be an Authorized Person.

“Organizational Documents” shall mean certified copies of a Fund’s articles of incorporation, certificate of incorporation, certificate of formation or organization, certificate of limited partnership, declaration of trust, trust instrument, bylaws, limited partnership agreement, memorandum of association, limited liability company agreement, operating agreement, confidential offering memorandum, material contracts, Offering Materials, SEC exemptive orders relied upon by a Fund, required filings or similar documents of formation or organization, as applicable, delivered to and received by BNY.

“SEC” means the United States Securities and Exchange Commission.

“Securities Laws” means the 1933 Act, the 1934 Act and the 1940 Act.

“Shares” means the shares of beneficial interest of any Series or class of a Fund.

“TA Agreement” shall mean that certain Transfer Agency and Shareholder Services Agreement, dated as of December 15, 2025, by and between BNY Mellon Investment Servicing (US) Inc. and certain of the Funds.

2.       Appointment.

Each Fund hereby appoints BNY as its agent for the term of this Agreement to perform the services described herein (“Services”). BNY hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

3.       Representations and Warranties; Covenants.

(a)       Each Fund hereby represents and warrants to BNY, which representations and warranties shall be deemed to be continuing, that:

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I.       It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

II.       This Agreement has been duly authorized, executed and delivered by such Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of such Fund, enforceable in accordance with its terms;

III.       The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification;

IV.       It is conducting its business in material 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;

V.       The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund and the Fund’s and its valuation designee’s pricing policies and procedures adopted pursuant to Rule 2a-5 and provided to BNY. To the extent the performance of any services described in Schedule I attached hereto by BNY in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall notify BNY in writing and thereafter shall either furnish BNY with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY in writing to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY as to its capacity to act in accordance with the foregoing;

VI.       The terms of this Agreement and the fees and expenses associated with this Agreement and any benefits accruing to BNY or to the Investment Adviser or sponsor of

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the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits;

VII.       Each person named on Exhibit B hereto is duly authorized by such Fund to be an Authorized Person hereunder;

VIII.       Without limiting the provisions of Section 21 below, the Fund shall treat as confidential the terms and conditions of this Agreement relating to fees and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) for a summary description of this Agreement in the Offering Materials, (iii) to any other person when required by applicable law, a court order or legal process, (iv) as agreed in writing by BNY or (v) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder;

IX.       The Fund shall, if it is permitted to do so under applicable law, promptly notify BNY in writing of any and all legal or regulatory proceedings or securities investigations filed or commenced against the Fund or the Board that might materially adversely impact a Fund’s ability to perform its obligations hereunder; and

X.       The Fund acknowledges, for itself and its users, that certain information provided by BNY on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its users. Certain information provided by BNY is supplied to BNY pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY on

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its websites in any way not contemplated by this Agreement without the express written permission of BNY and the Licensor. (Licensor permission to be obtained by BNY prior to BNY providing its permission.)

(b)       BNY hereby represents and warrants to the Funds, which representations and warranties shall be deemed to be continuing, that:

I.       It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

II.       This Agreement has been duly authorized, executed and delivered by BNY in accordance with all requisite corporate action and constitutes a valid and legally binding obligation of BNY, enforceable in accordance with its terms; and

III.       It is conducting its business in material compliance with laws and regulations applicable to BNY in its capacity as a service provider hereunder, including 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 provision of its organizational documents, nor of any contract which would prohibit its execution or performance of this Agreement;

IV.       BNY shall, if it is permitted to do so under applicable law, regulation or by the applicable regulatory or governmental authority, promptly notify the Fund in writing of any and all legal or regulatory proceedings or investigations filed or commenced against BNY that have a materially adverse impact on BNY’s ability to perform its obligations hereunder;

V.       BNY has and will continue to have access to the necessary facilities, equipment and personnel with suitable training, education, experience and skill to perform the services under this Agreement.

4.       Delivery of Documents.

Each Fund shall promptly provide, deliver or cause to be delivered from time to time to BNY the Fund’s Organizational Documents, Documents and other materials used in the distribution of Shares and all amendments thereto as may be necessary for BNY to perform its duties hereunder. BNY shall not be deemed to have notice of any information (other than

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information supplied by BNY) contained in such Organizational Documents, Documents or other materials until they are actually received by BNY.

5.       Matters Regarding BNY.

(a)       Subject to the direction and control of each Fund’s Board and the provisions of this Agreement, BNY shall provide to each Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto.

(b)        If a Fund seeks to have BNY provide Loan Administration Services (as defined in Schedule II attached hereto), the delivery of such Loan Administration Services shall be subject to the terms and conditions set forth in this Agreement and those included in Schedule II.

(c)       In performing hereunder, BNY shall provide, at its expense, office space, facilities, equipment and personnel necessary to provide its services hereunder.

(d)       BNY shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund’s financial records other than specifically provided in this Agreement or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. The scope of services provided by BNY under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to a Fund, unless the Fund and BNY expressly agree in writing to any such increase in the scope of services. BNY agrees that any new fees and/or expenses to be charged to the Funds that are related to any changes to the services required by any new or revised regulatory or other requirements shall be agreed upon in advance.

(e)        Each Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers to cooperate with BNY and to provide BNY, upon its reasonable request, with such information,

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documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY, is reasonably necessary in order to enable BNY to perform its duties hereunder. In connection with its duties hereunder, BNY shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY by any of the aforementioned persons. BNY shall not be liable for any loss, damage or expense resulting from or arising out of the failure of a Fund to cause any information, documents or advice to be provided to BNY as provided herein and shall be held harmless by each Fund when acting in reliance upon such information, documents or advice relating to such Fund. All fees or costs charged by such persons shall be borne by the appropriate Fund, and BNY shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY of its duties hereunder. BNY shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third-party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third-party service provider to such Fund. In the event that any services performed by BNY hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by BNY which BNY in its reasonable judgment deems reliable, BNY shall not have any responsibility or liability for, be under any duty to inquire into (other than the initial controls and tolerance verification steps referred to below), or be deemed to make any assurances with respect to, the accuracy or completeness of such information

(f)       Nothing in this Agreement shall limit or restrict BNY, any BNY Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder.

(g)       Each Fund shall furnish BNY with any and all instructions, explanations, information, specifications and documentation reasonably deemed necessary by BNY in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses, and the value of any securities lending related collateral investment account(s). BNY shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes unless the Fund shall have specified to BNY in Instructions the precise amount of the same to be included in liabilities and expenses or used to reduce Net

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Asset Value. Each Fund shall also furnish BNY with bid, offer or market values of securities if BNY notifies such Fund that the same are not available to BNY from a security pricing or similar service utilized, or subscribed to, by BNY which the Fund directs BNY to utilize, and which BNY in its reasonable judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Fund also may furnish BNY with bid, offer or market values of securities and instruct BNY in Instructions to use such information in its calculations hereunder. BNY shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. Notwithstanding the foregoing, BNY shall provide an initial control over the reliability of the pricing information received from pricing sources by reviewing reports generated from its automated price flagging systems and performing other tolerance verification steps each as mutually agreed upon from time to time between the Parties.

(h)       BNY may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY’s performance hereunder for such Fund, and BNY shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY, set forth in writing any action proposed to be taken or omitted to be taken by BNY with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY 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, BNY has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted.

(i)       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 Group”). The BNY Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship

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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) each Fund consents to the disclosure of and authorizes BNY to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Group or its service providers. The BNY Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Group, and notwithstanding anything in this Agreement to the contrary the BNY Group will own all such aggregated data, provided that the BNY Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation.

(j)       If BNY is in doubt as to any action it should or should not take, either pursuant to, or in the absence of, Instructions, BNY may obtain the advice of either reputable counsel of its own choosing or counsel to the Fund. To the extent BNY notifies the Fund of such advice and the Fund does not dispute such advice, BNY will not be liable for acting in accordance with such advice.

(k)       Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. BNY is solely responsible for processing such securities, as identified by the applicable Fund or its Authorized Persons, in accordance with U.S. tax laws and regulations.

(l)       BNY shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I attached hereto, and no covenant or obligation shall be implied against BNY in connection with this Agreement.

(m)       BNY, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund

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and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund.  In the event BNY’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY which the Fund directs BNY to utilize, and which BNY in its reasonable judgment deems reliable, BNY shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.

(n)       BNY, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund.

(o)       BNY shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices in each case caused by any of the above.  BNY will use commercially reasonable methods to notify the applicable Fund upon the occurrence of any such event as soon as reasonably practicable under the relevant circumstances and will use commercially reasonable efforts to minimize its effect. For the avoidance of doubt, the occurrence of any such event will not

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relieve BNY of its obligations to execute its business continuity and/or disaster recovery plans as summarized in BNY’s Information Security Rider, which is set forth in a separate document which is incorporated herein and made a part hereof.

(p)       In the event that the Fund reasonably believes that the occurrence of any such event will substantially prevent, hinder or delay performance of the services contemplated by this Agreement for more than three (3) consecutive business days, the Fund may take commercially reasonable actions to mitigate the impact of such services not being provided including, but not limited to, contracting with another service provider to provide such services during such period and/or engaging the Investment Adviser or an affiliate of the Investment Adviser to perform such services during such period; provided, that the Fund shall consult with BNY in good faith in connection with any such mitigation and BNY shall provide the Fund with reasonable assistance under the relevant circumstances in good faith in connection therewith; provided, further, that BNY shall resume providing, and the applicable Fund(s) shall pay for, such services when BNY resumes providing them, unless the Fund has terminated this Agreement pursuant to the terms of Section 12(c). Notwithstanding anything set forth in this Section 5(o): (i) in no event shall any Fund be obligated to pay any fees under this Agreement to BNY with respect to any services not actually provided during any event described in this Section 5(o) and (ii) no Fund shall have responsibility to pay BNY for services temporarily performed by the Investment Adviser or a third party service provider. BNY shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY to supply any instructions, explanations, information, specifications or documentation reasonably deemed necessary by BNY in the performance of its duties under this Agreement.

(q)        BNY shall provide the Funds with a SOC 1 report annually and, upon request, a SOC 2 report (or comparable successor reports thereto) no more than once annually regarding BNY’s system relating to the services provided by BNY under this Agreement, subject to appropriate confidentiality requirements.

(r)        BNY will make commercially reasonable efforts to not remove or replace any Key Personnel without providing notice to the Funds, unless such Key Personnel is being terminated or suspended or notification is not practicable or permissible under the circumstances.

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6.       Allocation of Expenses.

Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the appropriate Fund, including but not limited to, organizational costs and costs of maintaining corporate existence, taxes, interest, brokerage fees and commissions, insurance premiums, compensation and expenses of such Fund’s trustees, directors, officers or employees, legal, accounting and audit expenses, management, advisory, sub-advisory, administration and shareholder servicing fees, charges of custodians, transfer and dividend disbursing agents, expenses (including clerical expenses) incident to the issuance, redemption or repurchase of Fund shares or membership interests, as applicable, fees and expenses incident to the registration or qualification under the Securities Laws and state and other applicable securities laws of the Fund or its shares or membership interests, as applicable, costs (including printing and mailing costs) of preparing and distributing Offering Materials, reports, notices and proxy material to such Fund’s shareholders or members, as applicable, all expenses incidental to holding meetings of such Fund’s trustees, directors and shareholders, and extraordinary expenses as may arise, including litigation affecting such Fund and legal obligations relating thereto for which the Fund may have to indemnify its trustees, directors, officers, managers and/or members, as may be applicable.

7.       Portfolio Compliance Services.

(a)       BNY shall provide a Fund with portfolio compliance services referred to in Schedule I, such services shall be provided pursuant to the terms of this Section 7 (the “Portfolio Compliance Services”). The precise compliance review and testing services to be provided shall be as directed by each Fund and as mutually agreed between BNY and such Fund, and the results of BNY’s Portfolio Compliance Services shall be detailed in a portfolio compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. BNY shall have no responsibility or obligation to provide Portfolio Compliance Services other than those services specifically listed in Schedule I.

(b)       A Fund will examine each Compliance Summary Report delivered to it by BNY and notify BNY of any error, omission or discrepancy within twenty (20) days of its receipt. The Fund agrees to notify BNY promptly in writing if it fails to receive any such Compliance Summary

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Report. The Fund further acknowledges that unless it notifies BNY of any error, omission or discrepancy within twenty (20) days, such Compliance Summary Report shall be deemed final. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify BNY of such condition within one (1) business day after discovery thereof.

(c)       While BNY will endeavor to identify out-of-compliance conditions, BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Portfolio Compliance Services, a Fund’s sole and exclusive remedy and BNY’s sole liability shall be limited to re-performance by BNY of the Portfolio Compliance Services affected and in connection therewith the correction of any error or omission, if practicable, and the preparation of a corrected report, at no cost to the Fund. For the avoidance of doubt, this Paragraph (c) relates only to BNY’s failure to identify any out of compliance condition and does not otherwise absolve BNY of potential liability under the terms of this Agreement.

8.       Rule 38a-1 and Regulatory Administration Services.

(a)       If Schedule I contains a requirement for BNY to provide a Fund with compliance support services related to Rule 38a-1 promulgated under the 1940 Act and/or Regulatory Administration services, such services shall be provided pursuant to the terms of this Section 8 (such services, collectively hereinafter referred to as the “Regulatory Support Services”).

(b)       Notwithstanding anything in this Agreement to the contrary, the Regulatory Support Services provided by BNY under this Agreement are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person.

(c)       All work product produced by BNY as outlined at Schedule I in connection with its provision of Regulatory Support Services under this Agreement is subject to review and approval by the applicable Fund and by the Fund’s legal counsel. The Regulatory Support Services performed by BNY under this Agreement will be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

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9.       Standard of Care; Indemnification; Insurance.

(a)       In performing its obligations under this Agreement, BNY will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall act without bad faith, negligence, willful misconduct, willful misfeasance, fraud, or reckless disregard of its duties and obligations under this Agreement (the “Standard of Care”), and except as otherwise provided herein, BNY and any BNY Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY’s or any BNY Affiliate’s failure to satisfy the Standard of Care. In no event shall any party be liable to the other party or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY and any BNY Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY’s reasonable control, unless such loss, damage or expense arises out of BNY’s or any BNY Affiliate’s failure to perform its obligations under this Agreement in accordance with the Standard of Care.

(b)        Except for the gross negligence, fraud, or willful misconduct of BNY, BNY and each Fund agree that to the extent that BNY would otherwise be liable hereunder, in no event shall BNY’s total maximum aggregate liability to the Funds under this Agreement, whether based on a claim in contract, equity, negligence, tort or otherwise, for any reason and upon any cause of action whatsoever, exceed an aggregate amount equal to the fees paid to BNY by all of the Funds for the services under this Agreement for the twelve (12) months prior to the month in which the first event giving rise to liability occurred; provided, however, that if the event giving rise to liability occurs during the first twelve (12) months after the Effective Date, such total aggregate liability shall be twelve (12) times the result obtained by dividing (i) the total fees for Services paid to BNY from the Effective Date through the date on which such event occurred by (ii) the

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number of months from the Effective Date through such date (“Fund Damages Cap”).

(c)       Subject to the limitations on liability and responsibility set forth in this Agreement with respect to the Funds, each Fund shall indemnify and hold harmless BNY and any BNY Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY or any BNY Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY or any BNY Affiliate, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Offering Materials or Documents (excluding information provided by BNY), (iii) any Instructions or (iv) any opinion of legal counsel for such Fund or BNY, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement; provided, that no Fund shall indemnify BNY nor any BNY Affiliate for costs, expenses, damages, liabilities or claims for which BNY or any BNY Affiliate is liable under the preceding sub-section 9(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement with respect to such Fund. Without limiting the generality of the foregoing, each Fund shall indemnify BNY and any BNY Affiliate against and save BNY and any BNY Affiliate harmless from any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:

I.       Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY by or on behalf of a Fund by an Authorized Person or by an authorized third party on behalf of such Fund;

II.       Any action or inaction reasonably taken or omitted to be taken by BNY or any BNY Affiliate pursuant to Instructions of any Fund or otherwise in accordance with the Standard of Care;

III.       Any action taken or omitted to be taken by BNY in good faith in accordance with the advice or opinion of counsel for any Fund or its own counsel;

IV.       Any improper use by any Fund or its agents, distributor or investment adviser of any valuations or computations supplied by BNY pursuant to this

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Agreement;

V.       The method of valuation of the securities and the method of computing each Series’ Net Asset Value as set forth in the Offering Materials of the Series and the Series’ and its valuation designee’s pricing policies and procedures required pursuant to Rule 2a-5;

VI.       Any valuations provided by any Fund with respect to securities, other assets or the Net Asset Value; and

VII.        Delays or errors that are related to the onboarding or conversion process for the Services provided under this Agreement to the extent caused by the Funds’ current service provider or the data it provides.

(d)       Any action or inaction reasonably taken or omitted to be taken in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY in good faith to be from an Authorized Person, or upon the opinion of legal counsel for a Fund or BNY’s own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

(e)       Subject to the limitations of liability set forth in this Section 9 with respect to BNY, BNY shall indemnify and hold harmless a Fund from and against direct losses, costs, expenses, damages, and/or liabilities (including reasonable attorneys’ fees and expenses), incurred by the Fund, as the direct result of BNY’s or a BNY Affiliate’s failure to meet the Standard of Care. This indemnity shall be a continuing obligation of BNY, its successors and assigns, notwithstanding the termination of this Agreement.

(f)        BNY will maintain, at all times during the term of this Agreement, errors and omissions insurance, fidelity bonds and such other insurance as BNY may deem appropriate, in each case in a commercially reasonable amount deemed by BNY to be sufficient to cover its potential liabilities under this Agreement, including without limitation cyber-liability insurance coverage deemed by BNY to be appropriate. Upon request, BNY agrees to provide the Funds with certificates of insurance.

(g)        In order that the indemnification provisions contained in this Section 9 shall apply, upon the assertion of a claim for which either Party may be required to indemnify the

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other, the Party seeking indemnification shall promptly notify the other Party of such assertion and shall keep the other Party advised with respect to all material developments concerning such claim, although the failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. The Party who may be required to indemnify shall have the right to control the defense of the claim, and the Party seeking indemnification shall have the option to participate in the defense of such claim, at its own cost and expense. The Party seeking indemnification will cooperate reasonably, at the indemnifying Party’s expense, with the indemnifying Party in the defense of such claim; provided, however, that the Party seeking indemnification shall not be required to take any action that would impair any claim it may have against the indemnifying Party. The Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other Party may be required to indemnify it except with the other Party’s prior written consent, which will not be unreasonably withheld delayed or conditioned. The indemnifying Party shall not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Party seeking indemnification, which consent shall not be unreasonably withheld, delayed or conditioned. This Section 9 shall indefinitely survive the termination of this Agreement.

10.       Compensation.

For the services provided hereunder, each Fund agrees to pay BNY such compensation as is mutually agreed to in writing by such Fund and BNY from time to time and such reasonable out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, costs of independent compliance reviews, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. Following authorization by the Fund, BNY shall debit such Fund’s custody account for all amounts due and payable hereunder by that Fund. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY, each Fund’s Net Asset Value shall be computed at the times and in the manner specified in the Fund’s Offering Materials and its current applicable policies.

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11.       Records; Visits.

(a)       The books and records pertaining to each Fund and such Fund’s Series which are in the possession or under the control of BNY shall be the property of the Fund. The Fund and Authorized Persons shall have access to such books and records at all times during BNY’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by BNY to the Fund or to an Authorized Person including in connection with any regulatory request or examination, at the Fund’s expense.

(b)       BNY shall keep all books and records with respect to each Series’ books of account, records of each Series’ securities transactions and all other books and records as BNY is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder. In addition, upon notification by a Fund that it is in receipt of or otherwise subject to a court order, regulatory request or order, subpoena, or other similar action or context necessitating the preservation of certain records maintained by BNY for the Fund, BNY shall promptly implement reasonable measures to preserve such records in accordance with the duration or other direction specified by the Fund in accordance with BNY’s policies and procedures and cooperate in the provision to the Fund of such records; provided, however, that if BNY is not able to accommodate any such request, it will reasonably assist the Fund in its efforts to preserve such records, including by transmitting such records to the Fund.

(c)       In addition to the foregoing, during the term of the Agreement, authorized representatives of the Funds may conduct periodic site visits of BNY’s facilities and inspect BNY’s records and procedures solely as they pertain to BNY’s services for the Funds under or pursuant to the Agreement. Such inspections shall occur during BNY’s regular business hours and shall be subject to availability of personnel to facilitate such site visits and to BNY’s confidentiality and security requirements.

12.       Term of Agreement.

(a)       This Agreement shall be effective on the Effective Date first written above and, unless terminated pursuant to its terms, shall continue until 11:59 PM (Eastern time) on the date which is the fifth anniversary of such Effective Date (the “Initial Term”), at which time this Agreement shall terminate, unless renewed in accordance with the terms hereof.

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(b)       This Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”), unless a particular Fund or BNY gives written notice to the other Party of its intent not to renew and such notice is received by the other Party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a "Non-Renewal Notice"). In the event a Party provides a Non-Renewal Notice, this Agreement shall terminate with respect to the relevant Fund at 11:59 PM (Eastern time) on the last day of the Initial Term or Renewal Term, as applicable.

(c)       Notwithstanding Sections 12(a) and (b), if a Fund or BNY materially breaches this Agreement (a “Defaulting Party”) the other Party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party (“Breach Notice”), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party (“Breach Termination Notice”). If any such Breach Termination Notice is provided, this Agreement shall terminate as of 11:59 PM (Eastern time) on the 90^th day following the date the Breach Termination Notice is given by the Non-Defaulting Party, or such later date as may be specified in the Breach Termination Notice. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

In addition, following the “Burn-In Period” of four (4) months (or, for Critical KPIs not measured monthly, two (2) consecutive measurement periods) following the commencement of the Services hereunder, if BNY fails to meet the service standards in any one service category designated as a “Critical Key Performance Indicator” or “Critical KPI” as separately agreed by the Parties by performing in the “Red Zone” for (i) four (4) consecutive measurement periods or (ii) any six (6) months in a twelve (12) month period, the Funds, upon evaluating BNY’s performance in accordance with such service standards, may terminate this Agreement prior to the end of the Initial Term or then-current Renewal Term. Such termination described in this Section 12(c) shall not be considered an Early Termination as defined at Section 12(d) below, but shall instead be subject to the default termination and notice procedures under this Section 12(c).

(d)       If a Fund gives notice to BNY terminating this Agreement or terminating it as the provider of any of the services hereunder, except for a termination by the Fund pursuant to Section

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12(b) or 12(c) above or Section 12(e), Section 12(f) or Section 14(b)(i) below, before the expiration of the Initial Term (“Early Termination”), the following terms shall apply:

(i)        The “Early Termination Fee” shall be an amount equal to all fees and other amounts calculated as if BNY were to provide all services hereunder (excluding reimbursable expenses if not to be incurred) until the earlier of the first anniversary of the date of the Early Termination or the expiration of the Initial Term. However, in no event shall the Early Termination Fee exceed 12 months’ fees due to BNY under the Agreement. The Early Termination Fee shall be calculated using the average of the monthly fees and other amounts due to BNY under this Agreement during the last three calendar months before the date of the notice of Early Termination (or, if not given, the date services are terminated hereunder). An Early Termination Fee payable by a Fund hereunder shall be paid by such Fund on or before the effective date of such Early Termination.

(ii)        The Fund expressly acknowledges and agrees that the Early Termination Fee is not a penalty but reasonable compensation to BNY for the termination of services before the expiration of the Initial Term.

(iii)        For clarification, a merger, reorganization or consolidation of a Fund with another entity, or the sale by a Fund of all, or substantially all of, its assets to another entity (collectively, a “Fund Reorganization”), or the liquidation or dissolution of a Fund and the distribution of such Fund’s assets, shall not be considered an Early Termination subject to this Section 12(d). Notwithstanding the foregoing sentence, if during the first 3 years following the Effective Date of this Agreement a Fund Reorganization into another entity not serviced by BNY represents 15% or more of the aggregate net assets being serviced by BNY under this Agreement as of the end of the most recent semi-annual calendar period preceding the approval of such Fund Reorganization, such Fund Reorganization shall be deemed to be an Early Termination subject to Section 12(d) for the Fund that is party to the Fund Reorganization.

(e)       [Reserved.]

(f)       Notwithstanding any other provision of this Agreement, BNY or a Fund may, in its sole discretion, terminate this Agreement immediately (and, in the case of BNY, with respect to a particular Fund) by sending notice thereof to the other Party upon the happening of any of the following: (i) the other Party commences as debtor any case or proceeding under any bankruptcy,

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insolvency or similar law, or there is commenced against such other Party any such case or proceeding; (ii) the other 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 such other Party any such case or proceeding; (iii) the other Party makes a general assignment for the benefit of creditors; or (iv) the other Party admits in any recorded medium, written, electronic or otherwise, its inability to pay its debts as they come due. The terminating Party may exercise its termination right under this Section 12(f) 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. Any exercise by a Party of its termination right under this Section 12(f) shall be without any prejudice to any other remedies or rights available to such Party and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding the provisions of Section 18 below, notice of termination under this Section 12(f) shall be considered given and effective when given, not when received.

(g)        Notwithstanding any provision of this Section 12 to the contrary, in the event that this Agreement is terminated in its entirety (except for termination by BNY pursuant to Section 12(c) or Section 12(f)), the Parties agree to continue operating under the terms of this Agreement as if this Agreement remained in full force and effect for up to one (1) year or for such shorter period of time as the Parties mutually agree is necessary for BNY to transfer the books and records pertaining to the Fund or Funds and each such Fund’s Series which are in BNY’s possession or control to a successor service provider (the “Transition Period”); provided, that during any such Transition Period, BNY will be entitled to compensation for its services and any transition assistance pursuant to Section 10. The provisions of this Agreement relating to the duties and obligations of BNY will remain in full force and effect.

13.       Amendment.

This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY and the Fund to be bound thereby.

14.       Assignment; Subcontracting.

(a)       This Agreement shall extend to and shall be binding upon the Parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be

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assignable or delegable by any Fund without the written consent of BNY, or by BNY without the written consent of the affected Fund. For the avoidance of doubt, (i) this Agreement shall not automatically extend to or be binding upon a successor entity as the result of the merger, reorganization or consolidation of a Fund with such entity or the sale by a Fund of all, or substantially all of, its assets to such other entity, and (ii) BNY shall have no right to prevent the merger, reorganization or consolidation of a Fund with another entity.

(b)        Notwithstanding the foregoing: (i) BNY may assign or transfer this Agreement to any BNY Affiliate or transfer this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that (a) BNY gives the relevant Funds at least sixty (60) days’ prior written notice of such assignment or transfer (b) such assignment or transfer does not impair the provision of services under this Agreement in any material respect, (c) in the reasonable discretion of the Funds, the assignee or transferee has adequate financial strength and other resources, and (d) the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY; provided further, that if BNY assigns or transfers this Agreement pursuant to this Section 14(b) to a non-BNY Affiliate or not in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control without the written consent of the Funds, the Funds shall have the option, exercisable for one hundred and eighty (180) days after receiving written notice such assignment or transfer (or for such longer period as may be mutually agreed by the parties), to terminate this Agreement, and no Early Termination Fee shall be owed by the Funds upon termination pursuant to this Section 14(b)(i); (ii) the Funds may assign or transfer this Agreement to any affiliate of the Funds or transfer this Agreement in connection with the sale of a majority or more of its assets, equity interests or voting control, provided that (A) the Funds give BNY at least ninety (90) days’ prior written notice (or such shorter notice as may be commercially practicable under the circumstances, as determined by the Funds in good faith) of such assignment or transfer, (B) such assignment or transfer, in any such case, does not impair the Funds’ ability to comply with its obligations under this Agreement in any material respect in the reasonable discretion of BNY, (C) in the reasonable discretion of BNY, the assignee or transferee has adequate financial strength and other resources to meet its obligations under this Agreement and is subject to and provides information in order for BNY to complete onboarding requirements and due diligence procedures, and (D) the assignee or transferee agrees to be bound by all terms of this Agreement in the place

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of the Funds; (iii) BNY may subcontract with, hire, engage or otherwise outsource to any BNY Affiliate or unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY under this Agreement provided that any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY of any of its responsibilities or liabilities hereunder and BNY shall be responsible for the actions or omissions of such entities to the same extent BNY is responsible for its own actions and omissions under this Agreement.

(c)       BNY, in the course of providing certain additional services requested by a Fund, including but not limited to, Typesetting, Money Market Fund or eBoard Book services (“Vendor Eligible Services”) as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY with the ability to generate certain reports or provide certain functionality. BNY shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY and the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

(d)       As compensation for the Vendor Eligible Services rendered by BNY pursuant to this Agreement, the applicable Fund will pay to BNY such fees as may be agreed to in writing by the Fund and BNY. In turn, BNY will be responsible for paying the Vendor’s fees. For the avoidance of doubt, BNY anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY will retain the difference between the amount paid to BNY hereunder and the fees BNY pays to the Vendor as compensation for the additional services provided by BNY in the course of making the Vendor Eligible Services available to the Fund.

(e)        BNY shall give the Funds at least thirty (30) days’ prior written reasonably detailed notice of any unaffiliated third party entity BNY subcontracts with, hires, engages or otherwise outsources to as contemplated in Section 14(b)(iii) above.

15.       Governing Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Fund hereby consents to the

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jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury. To the extent that in any jurisdiction any Fund may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such Fund irrevocably agrees not to claim, and it hereby waives, such immunity.

16.       Severability; No Third Party Beneficiaries.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. A person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, provided that BNY and the Funds acknowledge and agree that each Fund shall be a beneficiary of the representations, warranties, indemnities, covenants, agreements and undertakings of BNY under this Agreement. No Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.

17.       No Waiver.

Each and every right granted to BNY or any of the Funds hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of BNY or any Fund to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNY or any Fund of any right preclude any other or future exercise thereof or the exercise of any other right.

18.       Notices.

All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:

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if to a Fund, at

[Name of Fund]

AT&T Center

227 W Monroe St

Chicago, IL 60606

Attn: Legal Department

With a copy to:

Advent Convertible and Income Fund

888 Seventh Avenue, 31st Floor

New York, NY 10019

Attention: Legal Department

if to BNY, at

The Bank of New York Mellon

103 Bellevue Parkway

Wilmington, Delaware 19809

Attention: Head of U.S. Fund Accounting

with a copy to:

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

Attention: Legal Dept. – Asset Servicing

or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.

19.       Counterparts/Headings.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts together shall constitute only one instrument. All headings in this Agreement are for reference purposes only and not intended to affect in any way the interpretation or meaning of this Agreement.

20.       Several Obligations; Limitation on Fund Liabilities.

(a)       The Parties acknowledge that the rights and obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund and that the Funds have executed one instrument for convenience only.

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(b)        The obligations of each Fund hereunder shall be limited in all cases to the assets of such Fund or its Series, as applicable, and BNY will not seek satisfaction of any such obligations from the officers, trustees, directors, or shareholders of any such Fund or Series. This Agreement is executed on behalf of each Fund by an officer or trustee of such Fund in his or her capacity as an officer or trustee of the Fund and not individually, and the obligations arising out of this Agreement are not binding on any Fund’s trustees, officers, directors or shareholders individually, but are binding only upon the assets or property of the Fund or its applicable Series.

(c)        With respect to any obligation of a Fund on behalf of any Series arising out of this Agreement, BNY will seek payment or satisfaction of such obligation solely from the assets of the Series to which such obligation relates with the same effect as if BNY had separately contracted with each Fund by separate written instrument with respect to each Series.

21.       Confidentiality.

(a)       BNY shall keep confidential any information relating to a Fund’s business and each Fund shall keep confidential any information relating to BNY’s business (each, “Confidential Information”), except as expressly agreed in writing by the protected Party. Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans and internal performance results relating to the past, present or future business activities of a Fund or BNY and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Fund or BNY a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential.

(b)       Notwithstanding the foregoing, as between BNY and a particular Fund information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving Party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving Party; (c) is rightfully received from

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a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected Party to a third party without restriction; (e) is requested or required to be disclosed by the receiving Party pursuant to a court order, subpoena, governmental or regulatory authority request or law; (f) is relevant to the defense of any claim or cause of action asserted against the receiving Party; (g) if required to be provided by BNY in connection with an independent third party compliance or other review at the Fund’s direction; (h) is released in connection with the provision of services under this Agreement; or (i) has been or is independently developed or obtained by the receiving Party.

(c)       The Parties acknowledge that the existence and the terms of this Agreement may be publicly disclosed by the Funds pursuant to applicable law, however, the terms and conditions of this Agreement relating to fees shall be kept confidential. Except as otherwise provided in this Agreement, nothing herein is intended to transfer ownership of the Funds’ Confidential Information to BNY. Provisions authorizing the disclosure of information shall survive any termination of this Agreement.

(d)       The obligations set forth in this Section 21 shall survive any termination of this Agreement for a period of one (1) year after such termination.

(e)        The Parties acknowledge and agree that any breach of Section 21(a) hereof would cause not only financial damage, but irreparable harm to the other party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 21(a) hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 21(a) hereof.

(f)        Without limiting the foregoing, BNY will separately execute an Information Security Rider setting forth certain terms regarding the information security and resiliency programs maintained by BNY, which is incorporated herein and made a part hereof.

22. Non-Solicitation; Disclosure of Certain Regulatory Matters.

During the term of this Agreement with respect to a particular Fund and for one (1) year thereafter, the Fund shall not (with the exceptions noted in the immediately succeeding sentence)

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knowingly solicit or recruit for employment or hire BNY’s employees who service the Funds under this Agreement, and the Fund shall cause the Fund’s sponsor and any affiliates of the Fund to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY’s employees who service the Funds under this Agreement. To “knowingly” solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a BNY employee by a Fund, the Fund’s sponsor or an affiliate of the Fund if the BNY employee was identified by such entity solely as a result of the BNY employee’s response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.

At the request of the Funds (which request shall be made by the applicable Fund not more than once annually), and provided that disclosure by BNY is not prohibited by applicable law, rule or agreement between BNY and a governmental authority with jurisdiction over BNY, BNY will make available to the Fund publicly available information which BNY makes available to its clients generally regarding a criminal or regulatory investigation of BNY with respect to a violation by BNY of Securities Laws, the U.S. Bank Secrecy Act, the Patriot Act, or a failure of BNY to have sufficient policies or procedures relating to compliance with applicable law (collectively, “Regulatory Matters”). In addition, provided that disclosure by BNY is not prohibited by applicable law, rule or agreement between BNY and a governmental authority with jurisdiction over BNY, BNY will make available to the Fund publicly available information regarding a Regulatory Matter which would reasonably be expected to have a material adverse impact on BNY’s performance of services to the Funds under this Agreement as promptly as reasonably practicable under the circumstances. In each case, the Fund acknowledges and agrees that BNY’s failure to make any such information available to the Fund shall not be deemed to be a breach of this Agreement.

23. Limitation of Liability of the Trustees and Shareholders.

(a)        The Parties acknowledge that the rights and obligations of the Series hereunder are several and not joint, that no Series shall be liable for any amount owing by another Series and that the Series have executed one instrument for convenience only.

(b)        The obligations of each Series hereunder shall be limited in all cases to the assets of such Series and BNY will not seek satisfaction of any such obligations from the officers,

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trustees, directors, or shareholders of any such Series. This Agreement is executed on behalf of each Fund by an officer or trustee of such Fund in his or her capacity as an officer or trustee of the Fund and not individually, and the obligations arising out of this Agreement are not binding on any Fund’s trustees, officers, directors or shareholders individually, but are binding only upon the assets or property of the applicable Series.

(c)        With respect to any obligation of a Series arising out of this Agreement, BNY will seek payment or satisfaction of such obligation solely from the assets of the Series to which such obligation relates with the same effect as if BNY had separately contracted with each Series by separate written instrument with respect to each Series.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the date first written above.

By: /s/ Robert White

on behalf of each Fund

identified on Exhibit A

attached hereto, separately and not jointly

Name: Robert White

Title: Chief Financial Officer

THE BANK OF NEW YORK MELLON

By: /s/ Allison M. Gardner

Name: Allison M. Gardner

Title: Senior Vice President

EXHIBIT A

List of Funds and Series of Funds

Dated: December 15, 2025

Name

Advent Convertible and Income Fund 

EXHIBIT B

I,       [Name]                       , of [Fund Name] , a [State] [corporation/trust] (the “Fund”), do hereby certify that:

The following individuals serve in the following positions with the Fund, and each has been duly elected or appointed by the Board of the Fund to each such position and qualified therefor in conformity with the Fund’s Organizational Documents, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is designated as an Authorized Person under the Fund Administration and Accounting Agreement dated as of ___________________, 2025, between the Fund and The Bank of New York Mellon.

Name Position Signature

_____________________       __________________       ________________________       

SCHEDULE I

Schedule of Services

All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY or a BNY Affiliate, collectively referred to herein as “BNY”.

VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES

BNY shall provide the following valuation support and computation accounting services for each Fund:

FINANCIAL REPORTING

BNY shall provide the following financial reporting services for each Fund:

§ The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY and the Fund in advance of the preparation of the initial Form N-PORT to be filed under the Agreement.

§ Unless mutually agreed in writing between BNY and the Fund, BNY will use the same layout and format for every applicable successive reporting period for Form N-PORT.

¹ Requires applicable “Typesetting Services” as described herein.

§ The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY and the Fund in advance of the preparation of the initial Form N-CEN to be filed under this Agreement.

§ Unless mutually agreed in writing between BNY and the Fund, BNY will use the same source for obtaining the information and method for performing the required calculations for every successive Form N-CEN.

TAX SERVICES

BNY shall provide the following tax services for each Fund:

(a)          The Fund shall provide such information and documentation as BNY may reasonably request in connection with the Uncertain Tax Positions services.  The Fund's independent public accountants shall cooperate with BNY and make such information available to BNY as BNY may reasonably request.

(b)          Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to BNY pursuant to this Agreement, (i) BNY is authorized and permitted to release such information as is necessary or desirable to be released in connection with the provision of any of the Uncertain Tax Positions services, (ii) management of the Fund is responsible for complying with all uncertain tax positions reporting obligations relating to the Fund and BNY shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNY shall have no liability either for any error or omission of any other service provider (including any accounting firm or tax adviser) to the Fund or for any failure to discover any such error or omission, (iv) the Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Uncertain Tax Positions service the Fund’s sole and exclusive remedy and BNY’s sole liability shall be limited to re-performance of the applicable Uncertain Tax Positions service and the preparation and delivery to the Fund of a corrected report (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the Fund.

To ensure compliance with requirements imposed by the Internal Revenue Service, BNY informs the Fund that any U.S. tax advice contained in any communication from BNY to the Fund (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal

Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein. 

FUND ADMINISTRATION SERVICES 

BNY shall provide the following fund administration services for each Fund: 

REGULATORY ADMINISTRATION SERVICES

BNY shall provide the following regulatory administration services for each Fund:

SCHEDULE II

LOAN ADMINISTRATION SERVICES ADDENDUM

TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

This Loan Administration Services Addendum (“Addendum”) to the Fund Administration and Accounting Agreement (“Agreement”), contains additional provisions which apply whenever a Fund desires that BNY provide Loan Administration Services (as defined below) in respect of Loans (as defined below) made or acquired by a Fund. The provisions of this Addendum shall be considered part of the Agreement and shall be enforceable in accordance with the terms of such Agreement. In the event of any conflict between any of the provisions set forth in this Addendum and any of the provision set forth in the Agreement or in any exhibits, schedules or other attachments thereto, the provisions of this Addendum shall control with respect to the Loan Administration Services. All subsequent references in this Addendum to the Agreement shall mean the Agreement as modified by this Addendum.

1.       Definitions. Whenever used in this Addendum, the following words shall have the meanings set forth below. Capitalized terms not otherwise defined below shall have the meanings given to such terms in the Agreement.

a.        “Loan Accounts” shall mean those demand deposit accounts listed in Exhibit C established at BNY in the name of the BNY for the benefit of the applicable Fund.

b.       “Loan Administration Services” shall mean with respect to each Loan, those services to be provided by BNY to a Fund as set forth on Exhibit A to this Addendum.

c.        “Loan Documents” shall mean, for each Loan acquired or made by a Fund, each of the assignment and acceptance agreement, funding memorandum, credit agreement, amendments to the credit agreement (if any), the current amortization schedule for each Loan (if any) and such other information with respect to the Loan as BNY may reasonably require in order to perform the Loan Administration Services.

d.       “Loans” shall mean any direct, participation or subparticipation interest in or assignment or novation of a loan or other extension of credit including, but not limited to, bank loans, interests in bank loans, loan commitments or other commercial loans, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States, made or acquired by a Fund.

2.       The Services. BNY shall provide to each Fund the Loan Administration Services in respect of Loans. Each Fund shall, promptly after the date hereof, deliver or cause to be delivered to BNY copies of all Loan Documents in connection with the Loans being serviced by BNY pursuant to the terms of the Agreement and this Addendum.

3.       Loan Accounts.

4.       Representations and Warranties of a Fund. Each Fund represents and warrants to BNY that it has:

5.       Exculpation of BNY.

EXHIBIT A TO SCHEDULE II

Schedule of Services

(a)       Set-Up / File Maintenance.

(b)       Reporting / Communications.

(c)       Assignments / Pay-Offs / Terminations.

(d)       Inquiries/ Record Keeping.

EXHIBIT B TO SCHEDULE II

Reports

A.       Standard Daily Reports as produced by BNY

1.       Daily Trial Balance

2.       Daily Accrued Interest Report

3.       Daily Activity Report

4.       Daily Repricing and Past Due Report

5.       Daily Margin Change Report

B.       Custom Reports (if requested by a Fund)

C.       Customized Extracts (if requested by a Fund)

EXHIBIT C TO SCHEDULE II

List of Fund(s), Loan Accounts, and the applicable Custody Account

 Execution

CUSTODY AGREEMENT

By and Between

THE BANK OF NEW YORK MELLON

And

EACH CUSTOMER DESCRIBED HEREIN

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TABLE OF CONTENTS 

i

ii

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CUSTODY AGREEMENT

This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY”), and each investment company referenced on Appendix I hereto (each a “Fund” or “Customer”). BNY and Customer are collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Customer wishes to appoint BNY as the custodian of certain of its assets, and BNY is willing to provide such services on the terms and conditions set forth herein.

WHEREAS Customer (formerly Advent Claymore Convertible Securities and Income Fund) and BNY hereby amend and restate in full their Custody Agreement dated May 2, 2003.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, the Parties agree as follows.

Whenever used in this Agreement, the following words have the meanings set forth below:

“1940 Act” means the U.S. Investment Company Act of 1940, as amended.

“Account” or “Accounts” has the meaning set forth in Section 2.2.

“Act” has the meaning set forth in Section 10.1(a).

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or under common control with such entity.

“Affiliate Securities” has the meaning set forth in Section 8.4.

“Agreement” means, collectively, this Custody Agreement, any Appendices and Exhibits hereto and any other documents incorporated herein by reference.

“Anti-Money Laundering Laws” means all anti-money laundering and counter-terrorist financing laws, rules, regulations, executive orders and requirements administered by any governmental authority of the United States (including the U.S. Bank Secrecy Act, the U.S.A. PATRIOT Act, the Money Laundering Control Act, and regulations of the U.S. Treasury Department which implement such acts) or any other applicable domestic or foreign authority with jurisdiction over Customer.

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“Assets” has the meaning set forth in Section 2.1(a).

“Authorized Person” has the meaning set forth in Section 3.1.

“BNY” has the meaning set forth in the introductory paragraph.

“Breach Notice” has the meaning set forth in Section 16.2(a).

“Breach Termination Notice” has the meaning set forth in Section 16.2(a).

“Cash” means the money and currency of any jurisdiction which BNY accepts for deposit in an Account.

“Confidential Information” means, with respect to a Party, the terms of this Agreement and all non-public business and financial information of such Party (including, with respect to Customer, information regarding the Accounts and including, with respect to BNY, information regarding its practices and procedures related to the services provided hereunder) disclosed to the other Party in connection with this Agreement.

“Customer” has the meaning set forth in the introductory paragraph.

“Data Terms Website” means http://www.bny.com/products/assetservicing/vendoragreement.pdf or any successor website the address of which is provided by BNY to Customer.

“Depository” means the Depository Trust Company, Euroclear, Clearstream Banking S.A., the Canadian Depository System, CLS Bank and any other securities depository, book-entry system or clearing agency authorized to act as a system for the central handling of securities pursuant to the laws of the applicable jurisdiction, and any successors to, and/or nominees of, any of the foregoing.

“Effective Date” has the meaning set forth in the introductory paragraph.

“Electronic Access Services” means such services made available by BNY or a BNY Affiliate to Customer to electronically access information relating to the Accounts and/or transmit Instructions.

“Electronic Signature” means an image, representation or symbol inserted into an electronic copy of the Agreement by electronic, digital or other technological methods.

“Foreign Depository” means an “Eligible Securities Depository” (as defined in Rule 17f-7 under the 1940 Act) identified by BNY to Customer from time to time.

“Instructions” means, with respect to this Agreement, instructions issued to BNY by way of (a) one of the following methods (each as and to the extent specified by BNY as available for use in connection with the services hereunder): (i) the Electronic Access Services; (ii) third-party electronic communication services containing, where applicable, appropriate authorization codes, passwords or authentication keys, or otherwise appearing

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on their face to have been transmitted by an Authorized Person or (iii) third-party institutional trade matching utilities used to effect transactions in accordance with such utility’s customary procedures or (b) such other method as may be agreed upon by the Parties and that appear on their face to have been transmitted by an Authorized Person.

“Key Personnel” means the designated primary relationship individual and client service individual assigned to Customer as of the Effective Date.

“Market Data” means pricing, valuations or other commercially sourced data applicable to any Security. Market Data also includes security identifiers, bond ratings and classification data.

“Market Data Providers” means vendors and analytics providers and any other Person providing Market Data to BNY.

“Non-Custody Assets” has the meaning set forth in Section 17.1.

“Oral Instructions” means, with respect to this Agreement, spoken instructions issued to BNY under permissible circumstances agreed by Customer and BNY, all in such manner and in accordance with such testing and authentication procedures as the Parties shall agree upon from time to time, and reasonably believed by BNY to be from an Authorized Person.

“Party” or “Parties” has the meaning set forth in the introductory paragraph.

“Person” or “Persons” means any entity or individual.

“Sanctions” means all economic sanctions laws, rules, regulations, executive orders and requirements administered by any governmental authority of the United States (including the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury) or any other applicable domestic or foreign authority with jurisdiction over Customer.

“Securities” means all (a) debt and equity securities and (b) instruments representing rights or interests therein, including rights to receive, subscribe to or purchase the foregoing; in each case as may be agreed upon from time to time by BNY and Customer and which are from time to time delivered to or received by BNY and/or any Subcustodian for deposit in an Account.

“Series” means the respective portfolios, if any, of Customer listed on Appendix I to this Agreement. If no portfolios are listed on Appendix I to this Agreement then a reference to a Series means Customer.

“Standard of Care” has the meaning set forth in Section 14.1.

“Subcustodian” means a bank or other financial institution (other than a Depository) that is selected and used by BNY or a BNY Affiliate (acting as subcustodian) in connection with the settlement of transactions and/or custody of Assets hereunder, and any successors to, and/or nominees of, any of the foregoing.

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“Tax Information” means all accurate, relevant and necessary information with respect to the Accounts or with respect to Customer’s identification or classification for purposes of Tax Obligations, in each case as may be required by applicable tax laws or by a tax authority inquiry, or as may be requested by BNY in connection with the matters in Section 7.

“Tax Obligations” means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

“Third Party Data” has the meaning set forth in Section 9.3(a).

Customer hereby appoints BNY as custodian of all Securities, and Cash to be held under, and in accordance with the terms of, this Agreement (collectively, “Assets”), and BNY hereby accepts such appointment. BNY agrees to perform its duties under this Agreement in accordance with the provisions of this Agreement and in accordance with statutes, laws, rules and regulations applicable to BNY’s performance of the services set forth in this Agreement. The Parties acknowledge and agree that BNY’s duties pursuant to such appointment will be limited solely to those duties expressly undertaken pursuant to this Agreement.

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BNY will establish and maintain a separate account for each Series in which BNY will hold Assets relating to the relevant Series as provided herein (each, an “Account,” and collectively, the “Accounts”). The Account of each Series established under this Agreement shall be maintained separately from the Account of each other Series.

Promptly following the Effective Date, Customer and/or its designee (including any of Customer’s investment managers) will furnish BNY with one or more written lists or other documentation acceptable to BNY specifying the names and titles of, or otherwise identifying, all Persons authorized to act on behalf of Customer (with respect to a particular Series, if applicable) with respect to this Agreement (each, an “Authorized Person”). Customer will be responsible for keeping such lists and/or other documentation current, and will update such lists and/or other documentation, as necessary from time to time, pursuant to Instructions.

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Notwithstanding anything to the contrary set forth in this Agreement, Customer hereby authorizes BNY, without Instructions, to take any administrative or ministerial actions with respect to the Accounts that it deems reasonably necessary or appropriate to perform its obligations under this Agreement, including the following:

Execution 

With respect to each Instruction for a Cash transfer, when the Instruction is to credit or pay a party by both a name and a unique numeric or alpha-numeric identifier (e.g., IBAN or ABA or account number), BNY and any other bank participating in the Cash transfer will be entitled to rely solely on such numeric or alpha-numeric identifier, even if it identifies a party different from the party named. Such reliance on an identifier will apply to beneficiaries named in the Instruction, as well as any financial institution that is designated in the Instruction to act as an intermediary in such Cash transfer. To the extent permitted by applicable law, the Parties will be bound by the rules of any transfer system used to effect a Cash transfer under this Agreement.

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If Customer elects to use the Electronic Access Services in connection with this Agreement, the use thereof will be subject to any terms and conditions contained in a separate written agreement between the Parties or their Affiliates. However, if an Authorized Person elects, with BNY’s prior consent, to transmit Instructions through a third-party electronic communications service, BNY will not be responsible or liable for the reliability or availability of any such service.

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BNY will have no responsibility or liability for the activities of any Depository arising out of or relating to this Agreement or any cost or burden imposed on the transfer or holding of Assets held with such Depository.

BNY may appoint agents, including BNY Affiliates, on such terms and conditions as it deems appropriate to perform its obligations hereunder. Except as otherwise specifically provided herein, no such appointment will discharge BNY from its obligations hereunder.

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BNY will notify Customer or its designee of rights or discretionary corporate actions as promptly as practicable under the circumstances, provided that BNY has actually received, in its capacity as custodian, notice of such right or discretionary corporate action from the relevant issuer, or from a Subcustodian, Depository or third party vendor. Without actual receipt of such notice by BNY, BNY will have no responsibility or liability for failing to so notify Customer.

Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken with respect to Securities in an Account, Customer or its designee will be responsible for making any decisions relating thereto and for instructing BNY to act. In order for BNY to act, Customer must issue Instructions using, or directly referencing, the BNY-issued corporate actions instruction form, and include all the required information fields therein. Such Instructions must be addressed as BNY may request, by the deadline specified by BNY in its sole discretion from time to time, together with any amount which is required to be paid in carrying out any such action. In the event BNY does not receive such Instructions together with any required amount prior to its specified deadlines, BNY will not be liable for failure to take any actions relating to, or to exercise any rights conferred by, such Securities.

BNY will advise Customer or its designee upon its notification, in its capacity as custodian, of a partial redemption, partial payment or other action with respect to a Security affecting fewer than all such Securities held within an Account. If BNY or any Subcustodian or Depository holds any Securities affected by one of the events described, BNY or such Subcustodian or Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

Promptly after the execution of each Securities transaction, Customer will issue to BNY Instructions to settle such transaction. Unless otherwise agreed by BNY and subject to Section 8.1, Assets will be credited to the relevant Account only when actually received by BNY.

For the purpose of settling a Securities transaction, Customer will provide BNY with sufficient immediately available funds or Securities, as applicable, in the relevant Account by such time and date as is required to enable BNY to settle such transaction in the country of settlement and in the currency to be used to settle such transaction.

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Securities transactions will be settled using practices customary in the jurisdiction or market where the transaction occurs. BNY will provide or make available to Customer market information and market profiles about the customary settlement practices in available jurisdictions and markets. Customer understands that when BNY is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment related to such Securities may not be completed simultaneously and can also be made without payment. Customer assumes full responsibility for all risks involved in connection with BNY’s delivery of Securities or Cash in accordance with such practices.

Customer’s receipt of the foregoing services is dependent upon its subscription to BNY’s information reporting system, and Customer will be responsible for enrolling its designated Authorized Persons in such system. Customer

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acknowledges that BNY may, at any time, amend the scope of its tax service offering and reasonable notice of such changes will be made available to BNY’s customers through its information reporting system.  Such changes may require additional documentation, attestations or declarations to be entered into by Customer in order to continue receiving the relevant tax service in a particular market.

Where BNY receives Instructions to make distributions or transfers out of an Account in order to pay Customer’s third party service providers, Customer acknowledges that in making such payments BNY is acting in an administrative capacity, and not as the payor, for tax information reporting and withholding purposes.

BNY may, in its sole discretion, as a matter of bookkeeping convenience, credit the relevant Account with the proceeds resulting from the purchase, sale, redemption or other delivery or receipt of Securities, or interest, dividends or other distributions payable on Securities prior to its actual receipt thereof. All such credits will be conditional until BNY’s actual receipt of such proceeds and may be reversed by BNY to the extent that such proceeds are not received. Actual receipt of proceeds with respect to a transaction will not be deemed to have occurred, and the transaction will not be considered final, until BNY has received sufficient immediately available funds or Securities specifically applicable to such transaction that, under applicable local law, rule or practice, are irreversible.

If BNY receives an Instruction that, if processed, would result in an overdraft in an Account, BNY may, in its sole discretion, advance funds in the relevant currency hereunder; however, BNY will have no obligation to advance its own funds.

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If: (a) BNY has advanced funds to an Account; (b) an overdraft has occurred in an Account (including overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or (c) Customer is for any other reason indebted to BNY, Customer agrees to pay BNY (on demand or upon becoming aware thereof) the amount of such advance, overdraft or indebtedness, plus accrued interest at the rate charged by BNY to its institutional custody clients in the relevant currency at the time of the event.

In order to secure repayment of Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY or any BNY Affiliate, relating to or arising under this Agreement or any other agreement with BNY or any BNY Affiliate, and in addition to any preference, lien or other rights and security interest to which BNY or such BNY Affiliate may be entitled under applicable law or any other agreement, Customer hereby pledges and grants to BNY and such BNY Affiliate, and agrees BNY and such BNY Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY or any BNY Affiliate relating to such Series; provided that Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Section 23A of the U.S. Federal Reserve Act and related implementing regulations (Regulation W, 12 C.F.R. part 223)) of BNY (such securities, “Affiliate Securities”) with the exception of Affiliate Securities that (i) constitute “eligible affiliated mutual fund securities” as defined in Section 223.24(c) of Regulation W (12 C.F.R. 223.24(c)) and (ii) meet the requirements in Section 223.24(c) of Regulation W (12 C.F.R. 223.24(c)). Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY or any BNY Affiliate relating to Customer, free and clear of all liens, claims and security interests (except for those granted in accordance with this Agreement or as otherwise acknowledged in writing by BNY), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Customer will take any additional steps required to assure BNY of such priority security interest, including notifying third parties or obtaining their consent. BNY will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement. In this regard, BNY will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if Customer or the relevant Series is in default.

BNY has the right to debit any Cash for any amount payable by Customer in connection with any and all obligations (whether or not matured) of Customer relating to a Series to

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BNY or any BNY Affiliate, relating to or arising under this Agreement or any other agreement with BNY or any BNY Affiliate. In addition to the rights of BNY or such BNY Affiliate under applicable law or any other agreement, at any time when Customer has not honored any of its obligations relating to a Series to BNY or such BNY Affiliate, BNY will have the right without notice to Customer to retain or set-off against any obligations relating to such Series any cash BNY or any BNY Affiliate may directly or indirectly hold with respect to such Series, and any obligations (whether or not matured) that BNY or any BNY Affiliate may have with respect to such Series in any currency. BNY will endeavor in good faith to notify the Customer of any such setoffs, with such notice to include an explanation of such setoffs and any remaining applicable obligations of the Customer to BNY, provided that failure to provide such notice by Custodian shall not have direct bearing on its entitlement hereunder to exercise such set off rights. Any such cash or obligation relating to a Series may be transferred to BNY and any BNY Affiliate in order to effect the above rights.

BNY is hereby authorized to effect any necessary currency conversions in order to exercise its rights under this Section 8 at BNY's own rate of exchange then prevailing.

BNY will make available to Customer, through the Electronic Access Services, a monthly statement (or report for such other time period as the Parties may agree upon from time to time) reflecting all transfers to or from the Accounts during such month and all holdings in the Accounts as of the last business day of such month (or as of such other date(s) as the Parties may agree upon from time to time). Customer will promptly review each such statement and, within ninety (90) days of when such statement is made available by BNY, notify BNY of any exception or objection thereto. Notwithstanding the foregoing, Customer may notify BNY of any such exceptions or objections at any time; provided, however, that BNY will not be responsible or liable for any losses that could have been mitigated had such notice been provided during such ninety (90) day period.

The books and records, directly pertaining to the Accounts, which are in the possession of BNY will be the property of Customer. Such books and records will be prepared and maintained as required by the 1940 Act and the rules thereunder. In addition, upon notification by Customer that it is in receipt of or otherwise subject to a court order, regulatory request or order, subpoena, or other similar action or context necessitating the preservation of certain records maintained by BNY for the Customer, BNY shall promptly implement reasonable measures to preserve such records in accordance with the duration or other direction specified by the Customer in accordance with BNY’s policies and procedures and cooperate in the provision to Customer of such records; provided, however, that if BNY is not able to accommodate any such request, it will reasonably assist Customer

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in its efforts to preserve such records, including by transmitting such records to Customer. BNY will identify on its books and records the Assets belonging to Customer with respect to each Series whether held directly or indirectly through Subcustodians or Depositories. Securities held in the Accounts will be held in registered form in the name of BNY or one of its nominees and will be segregated on BNY’s books and records from BNY’s own property. Copies of all such records shall be furnished promptly to the Series upon request from Customer, including in connection with any regulatory request or examination, and shall at all times during the regular business hours of BNY be open for inspection by duly authorized officers or employees of the Customer or its designee. Any such access will be subject to BNY’s applicable security policies and procedures. Third Party Data

Certain Market Data may be the intellectual property of Market Data Providers, which impose additional terms and conditions upon Customer’s use of such Market Data. Such additional terms and conditions can be found on the Data Terms Website. Customer agrees to those terms and conditions as they are posted on the Data Terms Website from time to time. BNY will post updates to the Data Terms to the Data Terms Website.

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In connection with this Agreement, Customer may enter into foreign exchange transactions (including foreign exchange hedging transactions) with BNY or a BNY Affiliate acting as a principal through customary channels. Customer may issue standing Instructions with respect to any such foreign exchange transactions, subject to any terms, rules or limitations that apply to any foreign exchange facility made available to Customer. With respect to any such foreign exchange transactions, BNY or such BNY Affiliate is acting as a principal counterparty on its own behalf which may retain any profits from such foreign exchange transactions, and is not acting as a fiduciary or agent for, or on behalf of, Customer, a Series, an investment manager or any Account.

In connection with this Agreement, Customer may issue standing Instructions to invest Cash in one or more sweep investment vehicles. Such investment vehicles may be offered by a BNY Affiliate or by a client of BNY, and BNY may receive compensation therefrom. By making investment vehicles available, BNY and its Affiliates will not be deemed to have recommended, endorsed or guaranteed any such investment vehicle in any way or otherwise to have acted as a fiduciary or agent for, or on behalf of, Customer, its investment manager or any Account under this Agreement. BNY will have no liability for any loss under this Agreement incurred on any such investments. Customer understands that Cash may be uninvested if it is received or reconciled to an Account after the applicable deadline to be swept into Customer’s selected investment vehicle.

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Section 326 of the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (including its implementing regulations) requires BNY to implement a customer identification program pursuant to which BNY must obtain certain information from Customer in order to verify Customer’s identity prior to establishing an Account. Accordingly, prior to establishing an Account, Customer will be required to provide BNY with certain information, including Customer’s name, physical address, tax identification number and other pertinent identifying information, to enable BNY to verify Customer’s identity. Customer acknowledges that BNY cannot establish an Account unless and until BNY has successfully performed such verification.

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At the request of the Customer, and provided that disclosure by BNY is not prohibited by applicable law, rule or agreement between BNY and any governmental authority, BNY will make available to the Customer publicly filed information regarding a criminal or regulatory investigation of BNY. Customer acknowledges and agrees that BNY’s failure to make any such information available to Customer shall not be deemed to be a breach of this Agreement.

In consideration of BNY’s services provided hereunder, Customer will (a) pay to BNY the fees set forth in the fee schedule (as agreed in good faith and as amended from time to time on the mutual agreement of the parties) and (b) reimburse BNY for such reasonable out-of-pocket and incidental expenses incurred by BNY in connection therewith. Unless otherwise agreed by the Parties, such amounts will be payable to BNY within thirty (30) calendar days of Customer’s receipt of the relevant invoice. Customer shall notify BNY in writing within thirty (30) calendar days following receipt of an invoice if Customer is disputing any amounts in good faith. Without limiting BNY’s other rights set forth in this Agreement, BNY may charge interest on undisputed amounts that are overdue at a rate then charged by BNY to its institutional custody clients in the relevant currency. The

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Parties agree that any new fees and/or expenses to be charged to the Customer that are related to any changes to the services required by any new applicable law, rule or regulation shall be agreed upon in advance in writing.

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In performing its duties under this Agreement, BNY will exercise the standard of care and diligence that a prudent professional custodian responsible for providing custodial and similar services to registered investment companies would observe in these affairs taking into account the prevailing rules, practices, procedures and circumstances in the relevant market and shall act without bad faith, negligence, willful misconduct, willful misfeasance, fraud, or reckless disregard of its duties and obligations under this Agreement (“Standard of Care”).

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BNY will not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement to the extent caused, directly or indirectly, by natural disasters, fire, acts of God, strikes or other labor disputes, work stoppages, acts of war or terrorism, general civil unrest, actual or threatened epidemics, disease, act of any government, governmental authority or police or military authority, declared or threatened state of emergency, legal constraint, the interruption, loss or malfunction of utilities or transportation, communications or computer systems, or any other similar events beyond its reasonable control. BNY will use commercially reasonable methods to notify the Customer upon the occurrence of any such event as soon as reasonably practicable under the relevant circumstances and use commercially reasonable efforts to minimize the effect of any such events. For the avoidance of doubt, the occurrence of any such event will not relieve BNY of its obligations to execute its business continuity and/or disaster recovery plans as described in Section 17.5.

In the event that the Customer reasonably believes that the occurrence of any such event will substantially prevent, hinder or delay performance of the services contemplated by this Agreement for more than three (3) consecutive business days, the Customer may take commercially reasonable actions to mitigate the impact of such services not being provided; provided, that the Customer shall consult with BNY in good faith in connection with any such mitigation and BNY shall provide Customer with reasonable assistance under the relevant circumstances in good faith in connection therewith; provided, further, that BNY shall resume providing, and the Customer shall pay for, such services when BNY resumes providing them, unless the Customer has terminated this Agreement pursuant to the terms of Section 16.2. Notwithstanding anything set forth in this Section 14.3, in no event shall the Customer be obligated to pay any fees under this Agreement to BNY with respect to any services not actually provided during any event described in this Section 14.3.

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Each Party agrees to use the Confidential Information of the other Party solely to accomplish the purposes of this Agreement and, except in connection with such purposes or as otherwise permitted herein, not to disclose such information to any other Person without the prior written consent of the other Party. Notwithstanding the foregoing, BNY may: (a) use Customer’s Confidential Information in connection with certain functions performed on a centralized basis by BNY, its Affiliates and joint ventures and their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage); (b) disclose such information to its Affiliates and joint ventures and to its and their service providers who are subject to confidentiality obligations and (c) store the names and business contact information of Customer’s employees and representatives relating to this Agreement on the systems or in the records of its Affiliates and joint ventures and its and their service providers. In addition, BNY may aggregate information regarding Customer and the Accounts on an anonymized basis with other similar client data for BNY’s and its Affiliates’ reporting, research, product development and distribution, and marketing purposes provided that BNY shall not distribute the aggregated data in a format that identifies customer-related data with respect to Customer or any particular Series.

The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Series pursuant to applicable law.

15.3        Information Security

BNY will implement an information security program consistent with the Information Security Rider for the protection of information received from Customer in connection with this Agreement.

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Any and all provisions of this Agreement which by their nature or effect are required or intended to be observed, kept or performed after the expiration or termination of this Agreement will survive the expiration or any termination of this Agreement and remain binding upon and for the Parties’ benefit, including Section 13 (Representations, Warranties and Covenants); Section 14 (Liability); Section 15 (Confidentiality); Section 16.3 (Effect of Termination); Section 16.4 (Survival) and Section 17.4 (Governing Law/Forum).

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At Customer’s request pursuant to Instructions, subject to BNY’s approval and as an accommodation to Customer, BNY will provide consolidated recordkeeping services reflecting on statements provided to Customer securities and other assets not held by BNY (“Non-Custody Assets”). Non-Custody Assets will be designated on BNY’s books as “assets not held in custody” or by other similar designation and will not constitute Assets for purposes of this Agreement. Customer acknowledges and agrees that, notwithstanding anything contained elsewhere in this Agreement, (a) Customer will have no security entitlement against BNY with respect to Non-Custody Assets; (b) BNY will rely, without independent verification, on information provided by Customer or its designee regarding Non-Custody Assets (including positions and market valuations) and (c) BNY will have no responsibility whatsoever with respect to Non-Custody Assets or the accuracy of any information maintained on BNY’s books or set forth on account statements concerning Non-Custody Assets.

Neither Party may, without the other Party’s prior written consent, assign any of its rights or delegate any of its duties under this Agreement (whether by change of control, operation of law or otherwise). Notwithstanding the foregoing, BNY may, without the prior written consent of Customer, assign this Agreement or any of its rights, or delegate any of its duties hereunder: (a) to any BNY Affiliate or to any successor to the business of BNY to which this Agreement relates in connection with a sale or transfer of a majority or more of its assets, equity interests, or voting control, provided, that (i) BNY provides notice of such assignment or transfer to a BNY Affiliate or successor to Customer, and (ii) such assignment or transfer does not impair the provision of services under this Agreement in any material respect; or (b) as otherwise permitted in this Agreement; provided further that any entity to which this Agreement is assigned by BNY without the prior written consent of Customer pursuant to a foregoing item (a) or (b) will satisfy the requirements for serving as a custodian for a registered investment company. Any purported assignment or delegation by a Party in violation of this provision will be voidable at the option of the other Party. This Agreement will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns. BNY shall notify Customer as soon as reasonably practical following the execution of any agreement that would result in, or would be expected to result in, a change of control of BNY; provided that such information is publicly available information and that BNY makes such information available to its clients generally.

This Agreement may be amended or modified only in a written agreement signed by an authorized representative of each Party, provided that BNY shall not unreasonably withhold, delay or condition its agreement to the addition of a Series of Customer to the

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list of Series serviced under this Agreement. For purposes of the foregoing, email exchanges between the Parties will not be deemed to constitute a written agreement.

BNY has implemented and shall maintain in effect at all times during the terms of this Agreement, business continuity and disaster recovery plans consistent with the Information Security Rider.

Customer hereby acknowledges and agrees that BNY is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder, including with respect to the management, investment advisory or sub-advisory functions of Customer.

Other than routine communications in the ordinary course of providing or receiving services hereunder (including Instructions), notices given hereunder will be: (a) addressed to BNY or Customer at the address set forth on the signature page (or such other address as either Party may designate in writing to the other Party) and (b) delivered either (i) by hand delivery, by certified mail, or by overnight delivery service, in each case with receipt acknowledged and postage or charges prepaid, or (ii) by email (as a signed attachment) with confirmation of email receipt. All notices given in accordance with this Section will be effective upon receipt.

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This Agreement constitutes the sole and entire agreement among the Parties with respect to the matters dealt with herein, and merges, integrates and supersedes all prior and contemporaneous discussions, agreements and understandings between the Parties, whether oral or written, with respect to such matters.

This Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that this Agreement will not, and no provision of this Agreement will be interpreted to, benefit, or create any right or cause of action in or on behalf of, any party or entity other than the Parties.

This Agreement may be executed in any number of counterparts, either manually or by Electronic Signature, each of which will be deemed an original, and said counterparts when taken together will constitute one and the same instrument and may be sufficiently evidenced by one set of counterparts. Executed counterparts may be delivered by facsimile or email.

The terms and conditions of this Agreement are the result of negotiations between the Parties. The Parties intend that this Agreement will not be construed in favor of or against a Party by reason of the extent to which such Party or its professional advisors participated in the preparation or drafting of this Agreement.

No failure or delay by a Party to exercise any right, remedy or power it has under this Agreement will impair or be construed as a waiver of such right, remedy or power. A waiver by a Party of any provision or any breach of any provision will not be construed to be a waiver by such Party of such provision in any other instance or any succeeding breach of such provision or a breach of any other provision. All waivers will be in writing and signed by an authorized representative of the waiving Party.

All section and subsection headings in this Agreement are included for convenience of reference only and will not be considered in the interpretation of the scope or intent of any provision of this Agreement.

The invalidity, illegality or unenforceability of any provision of this Agreement will not affect the validity, legality or enforceability of any other provision, and if any provision is

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held to be unenforceable as a matter of law, the other provisions will remain in full force and effect. In such case, the Parties will negotiate in good faith to replace each illegal, invalid or unenforceable provision with a valid, legal and enforceable provision that fulfills as closely as possible the original intent of the Parties.

(b) The obligations of each Series hereunder shall be limited in all cases to the assets of such Series and BNY will not seek satisfaction of any such obligations from the officers, trustees, directors, or shareholders of any such Series. This Agreement is executed on behalf of each Customer by an officer or trustee of such Customer in his or her capacity as an officer or trustee of the Customer and not individually, and the obligations arising out of this Agreement are not binding on any Customer’s trustees, officers, directors or shareholders individually, but are binding only upon the assets or property of the applicable Series.

(c) With respect to any obligation of a Series arising out of this Agreement, BNY will seek payment or satisfaction of such obligation solely from the assets of the Series to which such obligation relates with the same effect as if BNY had separately contracted with each Series by separate written instrument with respect to each Series.

17.16 Loan Servicing

Customer may separately engage BNY to perform certain loan administration services with regard to loan investments as the parties may mutually agree upon from time to time. Such loan administration services shall be provided by BNY pursuant to that certain Fund Accounting and Administration Agreement dated December 15, 2025.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THE BANK OF NEW YORK MELLON Each Fund identified on Appendix I hereto

BNY 40 Act Fund Custody (revised 8.25.2022)

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APPENDIX I

Dated: December 15, 2025

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FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of December 15, 2025 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

W I T N E S S E T H:

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager with respect to the Fund’s Foreign Assets on the terms and conditions contained herein;

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

WHEREAS the Fund (formerly Advent Claymore Convertible Securities and Income Fund) and BNY hereby amend and restate in full their Foreign Custody Manager Agreement dated May 2, 2003;

NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1.      “Board” shall mean the board of directors or board of trustees, as the case may be, of the Fund.

2.      “Custody Agreement” shall mean that certain Custody Agreement, dated [ ] between BNY and the Fund.

3.      “Eligible Foreign Custodian” shall have the meaning provided in the Rule.

4.      “Foreign Assets” shall have the meaning provided in the Rule.

5.      “Foreign Custody Manager” shall have the meaning provided in the Rule.

6.      “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

7.      “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

8.      “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended and in effect from time to time.

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9.      “Specified Country” shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York Mellon as custodian (the “Custodian”) under its Custody Agreement with the Fund.

ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER

1.      With respect to the Foreign Assets of the Fund serviced by BNY pursuant to the Custody Agreement, the Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.

2.      BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund’s foreign assets would exercise acting without bad faith, negligence, willful misconduct, willful misfeasance, fraud or reckless disregard of its duties and obligations under this Agreement (“Standard of Care”).

3.      BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund’s foreign custody arrangements written reports notifying the Board of the placement of Foreign Assets of the Fund serviced by BNY pursuant to the Custody Agreement with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to such Foreign Assets of the Fund with any such Eligible Foreign Custodian.

ARTICLE III.
RESPONSIBILITIES

1.      Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that Foreign Assets of the Fund serviced by BNY pursuant to the Custody Agreement held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund’s foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund’s Foreign Assets serviced by BNY pursuant to the Custody Agreement based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets of the Fund serviced by BNY pursuant to the Custody Agreement as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the Foreign Assets of the Fund serviced by BNY under the Custody Agreement with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of

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the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund as soon as reasonably practicable whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

2.      For purposes of preceding Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.
REPRESENTATIONS

1.      The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund’s execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present, and (c) the Board or the Fund’s investment advisor has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country.

2.      BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; and (c) BNY has established and will continue to maintain the Monitoring System.

ARTICLE V.
CONCERNING BNY

1.      BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the Standard of Care. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

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2.      The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY’s failure to exercise the Standard of Care.

3.      Subject to the limitations contained in Article V, Section 1 herein, BNY shall indemnify the Fund and hold it harmless from and against direct costs, expenses, damages, liabilities, or claims, including reasonable attorneys’ and accountants’ fees, sustained or incurred by the Fund solely to the extent directly arising from or relating to BNY's failure to exercise the Standard of Care.

4.      For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed.

5.      BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.

ARTICLE VI.
MISCELLANEOUS

1.      This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.

2.      Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 240 Greenwich Street, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.

3.      Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at AT&T Center, 227 W Monroe St., Chicago, IL 60606, Attention: Legal Department, with a copy to Advent Convertible and Income Fund, 888 Seventh Avenue, 31st Floor, New York, NY 10019, Attention: Legal Department, or at such other place as the Fund may from time to time designate in writing.

4.      In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.

5.      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 Fund and BNY

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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. Each party hereby irrevocably waives, 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 Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

6.      The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.

7.      This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

8.      This Agreement shall terminate simultaneously with the termination of the Custody Agreement.

9. It is expressly acknowledged and agreed that the obligations of the Fund hereunder shall not be binding upon any of the shareholders, Trustees, officers or employees of the Fund, personally, but shall bind only the trust property of the Fund, as provided in its Agreement and Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Fund and signed by an officer of the Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer 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 Fund as provided in its Agreement and Declaration of Trust.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

EACH OF THE FUNDS OR SERIES IDENTIFIED IN ANNEX I

By: /s/ Robert White

Title: Chief Financial Officer

THE BANK OF NEW YORK MELLON

By: /s/ Allison M. Gardner

Title: Senior Vice President

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ANNEX I

SCHEDULE I

Specified Countries