AMENDMENT TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Exhibit 99.(13)(f)
Execution Copy
AMENDMENT
TO
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
This Amendment (the “Amendment”) is effective as of the 16th day of April, 2012, by and between each of the investment trusts on the signature page to this Amendment (each a “Fund” and collectively the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNYM”).
BACKGROUND:
A. BNY Mellon and each Fund entered into a Transfer Agency and Shareholder Services Agreement dated December 5, 2011 (the “Agreement”) relating to BNY Mellon’s provision of certain transfer agency services on behalf of each Fund and each Fund’s investment portfolios (each a “Portfolio”) listed on Schedule B attached thereto, as such Schedule B may be amended from time to time.
B. The Funds and BNY Mellon desire to amend the Agreement as set forth herein.
C. This Background section is incorporated by reference into and made a part of this Amendment.
TERMS:
The parties hereby agree that:
1. The Funds and BNYM hereby amend the Agreement by adding the following new paragraph to the end of Section 2; Records; Visits, as follows:
“For those Portfolios that were acquired by the Funds on or about April 16, 2012 (the “Acquired Portfolios”), the Funds hereby direct BNYM to safekeep or arrange to have safekept, certain files containing the books and records of the Acquired Portfolios which also contain information related to portfolios that are not Acquired Portfolios (the “Non-Acquired Records”). The Non-Acquired Records include books and records and other information related to a certain portfolio of the FundVantage Trust, a Delaware statutory trust (“FundVantage”), as well as, certain liquidated portfolios. It is understood and agreed that BNYM shall hold the Non-Acquired Records as an accommodation to the Funds. It is further understood and agreed that for Non-Acquired Records that do not contain information regarding the Acquired Portfolios, the Funds shall enter into a separate agreement with FundVantage, and/or such other entity, as applicable, to address any applicable legal and regulatory requirements, which, for the avoidance of doubt, shall not be the responsibility of BNYM. BNYM is hereby authorized, upon receipt of written instructions (which when regarding, and only when regarding, Non-Acquired Records containing the information of FundVantage, may be Written Instructions from a Fund as contemplated herein or directly from a party who represents that they have made such request on behalf of FundVantage), to release and deliver to the Funds, to the administrator to the Funds, Touchstone Advisors, Inc., and/or to FundVantage, as applicable, the specified Non-Acquired Records, with the cost and expense borne as agreed to between the parties hereto and FundVantage. BNYM shall release and deliver the specified Non-Acquired Records within ten (10) business days of BNYM’s receipt of such written instructions, and shall have no liability whatsoever for such release and delivery of the Non-Acquired Records if in accordance with such written instructions.”
2. Schedule B to the Agreement is hereby deleted in its entirety and replaced with Schedule B attached hereto.
3. Miscellaneous.
(a) Capitalized terms used herein and not defined herein shall have the meaning assigned to it in the Agreement.
(b) As amended and supplemented hereby, the Agreement shall remain in full force and effect.
(c) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.
(d) This Amendment shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.
(e) Each Fund hereby represents and warrants to BNY Mellon that (i) the terms of this Amendment and (ii) the fees and expenses associated with this Amendment have been or will be approved by the Board of Trustees of the Fund to the extent required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year so noted below.
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BNY Mellon Investment Servicing (US) Inc. |
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Touchstone Funds Group Trust | ||
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By: |
/s/Xxxxxxx Xxxxxxxx |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxxx XxXxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Sr. Managing Director |
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Title: |
Treasurer |
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Date: |
April 16, 2012 |
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Date: |
April 12, 2012 |
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Touchstone Investment Trust | |||
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Treasurer |
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Title: |
Treasurer |
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Date: |
April 12, 2012 |
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Date: |
April 12, 2012 |
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Touchstone Tax-Free Trust |
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Touchstone Variable Series Trust | ||
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Treasurer |
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Title: |
Treasurer |
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Date: |
April 12, 2012 |
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Date: |
April 12, 2012 |
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Touchstone Institutional Funds Trust |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Treasurer |
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Date: |
April 12, 2012 |
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SCHEDULE B
(Dated: April 16, 2012)
THIS SCHEDULE B is Schedule B to that certain Transfer Agency and Shareholder Services Agreement dated as of December 5, 2011 between BNY Mellon Investment Servicing (US) Inc. and the Investment Trusts listed on the signature page thereto.
Portfolios
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Investment Company Name |
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Fund |
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Touchstone Strategic Trust |
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Touchstone Focused Fund Touchstone Diversified Small Cap Growth Fund Touchstone Growth Opportunities Fund Touchstone Large Cap Growth Fund Touchstone Mid Cap Growth Fund Touchstone Balanced Allocation Fund Touchstone Conservative Allocation Fund Touchstone Growth Allocation Fund Touchstone Moderate Growth Allocation Fund Touchstone Dynamic Equity Fund Touchstone Emerging Growth Fund Touchstone International Equity Fund Touchstone Capital Growth Fund Touchstone International Small Cap Fund Touchstone Mid Cap Value Opportunities Fund Touchstone Small Cap Value Opportunities Fund Touchstone U.S. Long/Short Fund Touchstone Value Fund |
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Touchstone Tax-Free Trust (6/30 FYE) |
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Touchstone Ohio Tax-Free Bond Fund Touchstone Ohio Tax-Free Money Market Fund Touchstone Tax-Free Money Market Fund |
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Touchstone Investment Trust (9/30 FYE) |
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Touchstone Core Bond Fund Touchstone High Yield Fund Touchstone Institutional Money Market Fund Touchstone Money Market Fund |
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Touchstone Institutional Funds Trust (12/31 FYE) |
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Touchstone Sands Capital Institutional Growth Fund |
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Touchstone Variable Series Trust (12/31 FYE) |
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Touchstone VT Baron Small Cap Growth Fund Touchstone VT Core Bond Fund Touchstone VT High Yield Fund Touchstone VT Large Cap Core Equity Fund Touchstone VT Mid Cap Growth Fund Touchstone VT Money Market Fund |
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Touchstone VT Third Avenue Value Fund Touchstone VT Aggressive ETF Fund Touchstone VT Conservative ETF Fund Touchstone VT Enhanced ETF Fund Touchstone VT Moderate ETF Fund |
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Touchstone Funds Group Trust (9/30 FYE) |
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Touchstone Emerging Markets Equity Fund Touchstone Emerging Markets Equity Fund II Touchstone Focused Equity Fund Touchstone Global Equity Fund Touchstone Global Real Estate Fund Touchstone Intermediate Fixed Income Fund Touchstone International Fixed Income Fund Touchstone Large Cap Relative Value Fund Touchstone Market Neutral Equity Fund Touchstone Mid Cap Fund Touchstone Mid Cap Value Fund Touchstone Premium Yield Equity Fund Touchstone Sands Capital Select Growth Fund Touchstone Short Duration Fixed Income Fund Touchstone Small Cap Core Fund Touchstone Small Cap Value Fund Touchstone Total Return Bond Fund Touchstone Ultra Short Duration Fixed Income Fund Touchstone Merger Arbitrage Fund |
