Common use of Duties and Obligations of BNY Clause in Contracts

Duties and Obligations of BNY. Subject to the supervision and control of the Companies, BNY will: (a) Effect and maintain, as the case may be, the qualification of shares of each Fund for sale under the securities laws in the jurisdictions identified by each Company in writing; and (b) File with each jurisdiction identified for each Fund, the applicable materials relating to the Fund by the applicable filing deadline; provided however, that each Company timely provides BNY in advance of such filings with (i) at Touchstone’s election, either the electronic version of or the requisite number of copies of each document (i.e. statutory definitive prospectuses) requested by BNY (to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); and (c) Convey to each Company any comments received from the regulatory authorities with respect to such filings and, if requested by the Company, responding to such comments in such manner as authorized in writing by the Company. (d) Subject to payment to BNY in advance, BNY will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Fund(s), and any fees for qualifying or continuing the qualification of any Fund(s). Each Company will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to BNY for the payment of the aforementioned filings fees promptly upon request by BNY. BNY will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Company acknowledges that BNY may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement. (e) In performing its duties under this Agreement, BNY will act in accordance with the reasonable instructions and directions of the Companies. Similarly, each Company will reasonably cooperate with BNY to enable BNY to perform its duties under this Agreement.