INVESTMENT COMPANY REPORTING MODERNIZATION SERVICES AMENDMENT TO
Exhibit (h)(2)(ii)
January-2018
INVESTMENT COMPANY REPORTING MODERNIZATION SERVICES
AMENDMENT TO
This Investment Company Reporting Modernization Services Amendment (the “Amendment”) is made as of February 1 , 2018 by and between the investment companies listed on the signature page hereto (each, a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
BACKGROUND:
| A. | WHEREAS, the Funds and BNY Mellon are parties to a Fund Accounting Agreement dated as of January 6, 2003, as amended (the “Agreement”); |
| B. | WHEREAS, this Amendment is an amendment to the Agreement and shall be applicable solely to the portfolios identified at Exhibit 1 hereto (the “Portfolios”); |
| C. | WHEREAS, the Funds desire that BNY Mellon provide the investment company reporting modernization services described in this Amendment; |
| D. | WHEREAS, capitalized terms used in this Amendment shall have the meanings set forth in the Agreement unless otherwise defined herein, and all forms and rules referenced herein are in reference to forms and rules promulgated under the Investment Company Act of 1940, as amended; and |
| E. | WHEREAS, the Funds and BNY Mellon desire to amend the Agreement with respect to the foregoing; |
TERMS:
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
| 1. | The Agreement is hereby amended to reflect that BNY Mellon shall provide the following services for the Funds: |
| 1.1 | BNY Mellon shall provide services following a full service operating model which includes the actual filing of the reports as part of the services noted below. |
| 1.2 | FORM N-PORT. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission of Form N-PORT; (ii) prepare, on a monthly basis, Form N-PORT; and (iii) file Form N-PORT with the United States Securities and Exchange Commission (“SEC”). |
| 1.2.1 | The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Funds in advance of the preparation of the initial Form N-PORT pursuant to this Amendment. |
| 1.2.2 | Unless mutually agreed in writing between BNY Mellon and the Funds, BNY Mellon will use the same layout and format for every successive reporting period for Form N-PORT. |
| 1 |
January-2018
| 1.3 | FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission of Form N-CEN; (ii) prepare, on an annual basis, Form N-CEN; and (iii) file Form N-CEN with the SEC. |
| 1.3.1 | The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Funds in advance of the preparation of the initial Form N-CEN pursuant to this Amendment. |
| 1.3.2 | Unless mutually agreed in writing between BNY Mellon and the Funds, BNY Mellon will use the same source for obtaining the information and method for performing the required calculations for every successive reporting period for Form N-CEN. |
| 1.4 | Fixed Income Risk Analytics. BNY Mellon shall calculate the portfolio and security-level risk metrics required within Form N-PORT and Form N-CEN (referenced above). |
| 2. | BNY Mellon has entered into an agreement with a financial printer (the “Print Vendor”) for the Print Vendor to provide to BNY Mellon the ability to generate the reports described herein for its clients. BNY Mellon will provide the Funds with no less than one-hundred and eighty (180) days’ advance notice if BNY Mellon is unable to provide such services as contemplated herein due to an inability to contract with a Print Vendor to provide the necessary functionality to support such services. Upon communication of such information, the Funds may terminate this Amendment by giving BNY Mellon a termination notice in writing specifying the date of such termination. If BNY Mellon is unable to provide such services as contemplated herein, BNY Mellon also agrees to waive any fees it would otherwise be able to collect under the agreement and would return to the Funds any fees already paid for services not yet performed. |
| 2 |
January-2018
| 3. | Except to the extent caused by the lack of good faith, willful misconduct, or negligence of BNY Mellon and/or its agents in carrying out its duties and responsibilities under this Amendment, BNY Mellon shall not be responsible for: (a) delays in the transmission to it by the Funds, the Funds’ adviser and entities unaffiliated with BNY Mellon (collectively, for this Amendment, “Third Parties”) of data required for the preparation of reports described herein, (b) inaccuracies of, errors in or omissions of, such data provided to it by any Third Party, and (c) validation of such data provided to it by any Third Party. This Section 3 is a limitation of responsibility provision for the benefit of BNY Mellon, and shall not be used to imply any responsibility or liability against BNY Mellon. |
| 4. | The Funds, in a timely manner, shall review and comment on, and, as the Funds deem necessary, cause their counsel and/or accountants to review and comment on, each report described herein. The Funds shall provide timely sign-off of, and authorization and direction to file, each such report. Absent such timely sign-off, authorization and direction by the Funds, BNY Mellon shall be excused from its obligations to file the affected report, but only until such time as BNY Mellon receives such sign-off, authorization and direction by the Funds, at which point BNY Mellon shall promptly file the report. BNY Mellon is providing the services related to the filing of such reports based on the acknowledgement of the Funds that such services, together with the activities of the Funds in accordance with their internal policies, procedures and controls, shall together satisfy the requirements of the applicable rules and regulations for each such report. |
| 5. | The Funds shall be responsible for the retention of the filed reports described herein in accordance with any applicable rule or regulation. |
| 6. | Notwithstanding any provision of this Amendment, the services described herein are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Funds or any other person. Neither this Amendment nor the provision of the services establishes or is intended to establish an attorney-client relationship between BNY Mellon and the Funds or any other person. |
| 7. | As compensation for the services described herein, the Funds will pay to BNY Mellon such fees as may be agreed to in writing by the Funds and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Print Vendor’s fees. For the avoidance of doubt, the fees charged by the Print Vendor will not equal the fees charged by BNY Mellon, nor shall such fees be considered an out-of-pocket expense; BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Print Vendor. |
| 8. | Miscellaneous. |
| (a) | As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the services described herein. |
| 3 |
January-2018
| (b) | 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. |
| (c) | If any provision or provisions of this Amendment shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. |
(Signature page follows.)
| 4 |
January-2018
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.
| ON BEHALF OF EACH FUND IDENTIFIED | ||
| ON EXHIBIT 1 ATTACHED HERETO | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Senior Vice President | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxxx | |
| Title: | Senior Principal, Relationship Executive | |
Date: February 1, 2018
| 5 |
EXHIBIT 1
| Fund | |
| Voya Asia Pacific High Dividend Equity Income Fund | |
| Voya Balanced Portfolio, Inc. | |
| Voya Balanced Portfolio | |
| Voya Corporate Leaders Trust Fund | |
| Voya Corporate Leaders® Trust Fund – Series B | |
| Voya Emerging Markets High Dividend Equity Fund | |
| Voya Equity Trust | |
| Voya Large-Cap Growth Fund | |
| Voya Large Cap Value Fund | |
| Voya MidCap Opportunities Fund | |
| Voya Multi-Manager Mid Cap Value Fund | |
| Voya Real Estate Fund | |
| Voya SmallCap Opportunities Fund | |
| Xxxx XXXX Cap Growth Fund | |
| Voya U.S. High Dividend Low Volatility Fund | |
| Voya Funds Trust | |
| Voya GNMA Income Fund | |
| Voya High Yield Bond Fund | |
| Voya Intermediate Bond Fund | |
| Voya Short Term Bond Fund | |
| Voya Strategic Income Opportunities Fund | |
| Voya Global Advantage and Premium Opportunity Fund | |
| Voya Global Equity Dividend and Premium Opportunity Fund | |
| Voya Infrastructure, Industrials and Materials Fund | |
| Voya Intermediate Bond Portfolio | |
| Voya International High Dividend Equity Income Fund | |
| Voya Investors Trust | |
| VY® BlackRock Inflation Protected Bond Portfolio | |
| VY® Clarion Global Real Estate Portfolio | |
| VY® Clarion Real Estate Portfolio | |
| VY® Franklin Income Portfolio | |
| Voya Global Perspectives® Portfolio | |
| Voya High Yield Portfolio | |
| VY® Invesco Growth and Income Portfolio | |
| VY® JPMorgan Emerging Markets Equity Portfolio | |
| VY® JPMorgan Small Cap Core Equity Portfolio |
| Fund | |
| Voya Large Cap Growth Portfolio | |
| Voya Large Cap Value Portfolio | |
| Voya Limited Maturity Bond Portfolio | |
| VY® Xxxxxx Xxxxxxx Global Franchise Portfolio | |
| Voya Multi-Manager Large Cap Core Portfolio | |
| Voya Retirement Conservative Portfolio | |
| Voya Retirement Growth Portfolio | |
| Voya Retirement Moderate Growth Portfolio | |
| Voya Retirement Moderate Portfolio | |
| VY® X. Xxxx Price Capital Appreciation Portfolio | |
| VY® X. Xxxx Price Equity Income Portfolio | |
| VY® X. Xxxx Price International Stock Portfolio | |
| VY® Xxxxxxxxx Global Growth Portfolio | |
| Voya U.S. Stock Index Portfolio | |
| Voya Mutual Funds | |
| Voya CBRE Global Infrastructure Fund | |
| Voya CBRE Long/Short Fund | |
| Voya Diversified Emerging Markets Debt Fund | |
| Voya Global Bond Fund | |
| Voya Global Corporate Leaders® 100 Fund | |
| Voya Global Equity Dividend Fund | |
| Voya Global Equity Fund | |
| Voya Global High Dividend Low Volatility Fund | |
| Voya Global Perspectives® Fund | |
| Voya Global Real Estate Fund | |
| Voya International Real Estate Fund | |
| Voya Multi-Manager Emerging Markets Equity Fund | |
| Voya Multi-Manager International Equity Fund | |
| Voya Multi-Manager International Factors Fund | |
| Voya Multi-Manager International Small Cap Fund | |
| Voya Russia Fund | |
| Voya Natural Resources Equity Income Fund | |
| Voya Partners, Inc. | |
| VY® American Century Small-Mid Cap Value Portfolio | |
| VY® Baron Growth Portfolio | |
| VY® Columbia Contrarian Core Portfolio | |
| VY® Columbia Small Cap Value II Portfolio | |
| Voya Global Bond Portfolio | |
| Voya Index Solution 2020 Portfolio | |
| Voya Index Solution 2025 Portfolio | |
| Voya Index Solution 2030 Portfolio | |
| Voya Index Solution 2035 Portfolio | |
| Voya Index Solution 2040 Portfolio | |
| Voya Index Solution 2045 Portfolio | |
| Voya Index Solution 2050 Portfolio |
| Fund | |
| Voya Index Solution 2055 Portfolio | |
| Voya Index Solution 2060 Portfolio | |
| Voya Index Solution Income Portfolio | |
| VY® Invesco Xxxxxxxx Portfolio | |
| VY® Invesco Equity and Income Portfolio | |
| VY® JPMorgan Mid Cap Value Portfolio | |
| VY® Xxxxxxxxxxx Global Portfolio | |
| VY® Pioneer High Yield Portfolio | |
| Voya Solution 2020 Portfolio | |
| Voya Solution 2025 Portfolio | |
| Voya Solution 2030 Portfolio | |
| Voya Solution 2035 Portfolio | |
| Voya Solution 2040 Portfolio | |
| Voya Solution 2045 Portfolio | |
| Voya Solution 2050 Portfolio | |
| Voya Solution 2055 Portfolio | |
| Voya Solution 2060 Portfolio | |
| Voya Solution Aggressive Portfolio | |
| Voya Solution Balanced Portfolio | |
| Voya Solution Conservative Portfolio | |
| Voya Solution Income Portfolio | |
| Voya Solution Moderately Aggressive Portfolio | |
| Voya Solution Moderately Conservative Portfolio | |
| VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio | |
| VY® X. Xxxx Price Growth Equity Portfolio | |
| VY® Xxxxxxxxx Foreign Equity Portfolio | |
| Voya Separate Portfolios Trust | |
| Voya Emerging Markets Corporate Debt Fund | |
| Voya Emerging Markets Hard Currency Debt Fund | |
| Voya Emerging Markets Local Currency Debt Fund | |
| Voya Investment Grade Credit Fund | |
| Voya Securitized Credit Fund | |
| Voya Target In-Retirement Fund | |
| Voya Target Retirement 2020 Fund | |
| Voya Target Retirement 2025 Fund | |
| Voya Target Retirement 2030 Fund | |
| Voya Target Retirement 2035 Fund | |
| Voya Target Retirement 2040 Fund | |
| Voya Target Retirement 2045 Fund | |
| Voya Target Retirement 2050 Fund | |
| Voya Target Retirement 2055 Fund | |
| Voya Target Retirement 2060 Fund | |
| Voya Series Fund, Inc. | |
| Voya Global Multi-Asset Fund | |
| Voya Corporate Leaders® 100 Fund | |
| Voya Global Target Payment Fund |
| Fund | |
| Voya Mid Cap Research Enhanced Index Fund | |
| Voya Small Company Fund | |
| Voya Strategic Allocation Portfolios, Inc. | |
| Voya Strategic Allocation Conservative Portfolio | |
| Voya Strategic Allocation Growth Portfolio | |
| Voya Strategic Allocation Moderate Portfolio | |
| Voya Variable Funds | |
| Voya Growth and Income Portfolio | |
| Voya Variable Insurance Trust | |
| VY® Xxxxxxx Sachs Bond Portfolio | |
| Voya Variable Portfolios, Inc. | |
| Voya Australia Index Portfolio | |
| Voya Emerging Markets Index Portfolio | |
| Voya Euro STOXX 50® Index Portfolio | |
| Voya FTSE 100 Index® Portfolio | |
| Voya Global Equity Portfolio | |
| Voya Hang Seng Index Portfolio | |
| Voya Index Plus LargeCap Portfolio | |
| Voya Index Plus MidCap Portfolio | |
| Voya Index Plus SmallCap Portfolio | |
| Voya International Index Portfolio | |
| Voya Japan TOPIX Index® Portfolio | |
| Xxxx Xxxxxxx™ Large Cap Growth Index Portfolio | |
| Xxxx Xxxxxxx™ Large Cap Index Portfolio | |
| Xxxx Xxxxxxx™ Large Cap Value Index Portfolio | |
| Xxxx Xxxxxxx™ Mid Cap Growth Index Portfolio | |
| Xxxx Xxxxxxx™ Mid Cap Index Portfolio | |
| Xxxx Xxxxxxx™ Small Cap Index Portfolio | |
| Voya Small Company Portfolio | |
| Voya U.S. Bond Index Portfolio | |
| Voya Variable Products Trust | |
| Voya MidCap Opportunities Portfolio | |
| Voya SmallCap Opportunities Portfolio |
