Amendment To Transfer Agency And Shareholder Services Agreement
EXHIBIT (h)(2)(c)
Amendment
To
Transfer Agency And Shareholder Services Agreement
This Amendment To Transfer Agency And Shareholder Services Agreement, dated as of March 1, 2015 ("Amendment"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and each Investment Company listed on the signature page to this Amendment, on its own behalf and, individually and separately, but not jointly, on behalf of each Portfolio of the Investment Company listed on Schedule B to the Amended Agreement (as defined below) (collectively, the "Funds"). Capitalized terms used in this Amendment but defined herein have the meaning ascribed to them in the Amended Agreement.
Background
BNYM and the parties to this Amendment previously entered into a Transfer Agency And Shareholder Services Agreement, effective as of September 1, 2011 and an amendment to that agreement dated January 1, 2014 ("Current Agreement"). By executing this Amendment, the parties intend to amend the Current Agreement by providing for an additional service, pursuant to the terms and conditions contained herein. The Current Agreement as amended by this Amendment is referred to herein as the "Amended Agreement".
Terms
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree to the statements made above and as follows:
1.
Amendment of Current Agreement. The Current Agreement is hereby amended as follows:
(a)
A new Section 3(a)(18) which reads in its entirety as follows is added:
(18)
Electronic Record Retention Section ("ERR Section").
(a)
For purposes of this ERR Section, each capitalized term below in quotation marks shall have the meaning ascribed to it:
(i)
"90-Day Date" means, with respect to Original Documentation, the date that follows by 90 days the date that Original Documentation is scanned into the BNYM System.
(ii)
"90-Day Record" means Original Documentation scanned into the BNYM System that has been held for 90 days or more pursuant to clauses (i) and (ii) of subsection (b) of this ERR Section.
(iii)
"BNYM System" means (only if not defined elsewhere in the Agreement) the computer system utilized by BNYM to perform or assist in the performance of the services provided for in the Agreement in whole or in part and all component systems, interfaces, subsystems, applications, and other software programs of whatsoever nature connected to such system, and any successor to such interconnected system.
(iv)
"Destruction Instructions" means instructions: (i) provided by the Fund in form and content reasonably satisfactory to BNYM, directing BNYM, automatically and without further instructions of any nature from the Fund, to instruct the Storage Contractor (as defined in subsection (b) below) to destroy Records once they become 90-Day Records; and (ii) provided by the Fund either (A) in a written instrument in form and content reasonably satisfactory to BNYM signed by an Authorized Person, or (B) in an email to an employee of BNYM specifically designated to receive Destruction Instructions from the Fund.
(v)
"ERR Effective Date" means the date the terms of this ERR Section become applicable to the Fund.
(vi)
"Nonrequired Records" means records that are not Required Records but which are retained in accordance with this ERR Section by virtue of standard operating procedures of BNYM or procedures mutually agreed to by BNYM and the Fund.
(vii)
"Original Documentation" means the original physical copy of documents, papers, correspondence, instruments and other items and materials of whatsoever nature (i) that constitute Records, and (ii) are received by BNYM by mail through the US Postal Service or by delivery to or through United Parcel Service, Federal Express or other national courier company agreed to by BNYM and the Fund.
(viii)
"Records" means, collectively, Nonrequired Records and Required Records.
(ix)
"Required Records" means records relating to the services performed by BNYM for the Fund pursuant to the Agreement required to be retained under the 1940 Act which BNYM has agreed to keep in accordance with Section 31(a) of the 1940 Act and the rules thereunder.
(x)
"Scanned Record" means a Record after its underlying Original Documentation has been scanned into the BNYM System.
(xi)
"Scanned" and "scanning" means copying a document in a manner that captures and preserves in an electronic medium all essential features of the print and picture images on the document and the indexing, routing history, and comment data that becomes associated with the document during transaction processing by BNYM.
(b)
Original Documentation scanned by BNYM into BNYM System shall, following such scanning, (i) be retained in their original physical form by BNYM at facilities owned, leased or rented by BNYM which are within a reasonable proximity of the facilities at which the scanning occurred for a period of ten (10) days or such longer period as BNYM in its discretion shall determine appropriate ("On-Site Period"), and (ii) upon termination of the On-Site Period, shall cause the Original Documentation in their original physical form to be picked up by a third party records storage service provider reasonably satisfactory to the Fund ("Storage Contractor") and stored at facilities of the Storage Contractor, subject to the further terms of this ERR Section. BNYM shall implement measures reasonably designed to cause each Scanned Record to be a legible, true and complete copy of its corresponding Original Documentation and to correct a Scanned Record if subsequent to its pick-up by the Storage Contractor pursuant to clause (ii) above BNYM determines that the Scanned Record is not a legible, true and complete copy of its corresponding Original Documentation.
(c)
Subsection (b) of this ERR Section shall not apply to Original Documentation that is returned to sender or otherwise dispatched, processed, delivered or handled in a manner other than that provided for in subsection (b) of this ERR Section due to anti-money laundering or other regulatory, compliance or legal practices or procedures of BNYM, standard operating procedures of BNYM or any applicable procedures mutually agreed to by BNYM and the Fund (collectively, the "Applicable Procedures"). The Applicable Procedures shall apply to such Original Documentation. In addition, this ERR Section shall not apply to electronic Records created other than by the scanning of Original Documentation into the BNYM System; Applicable Procedures shall apply to such electronic Records as well.
(d)
BNYM shall maintain an electronic record retention facility ("Electronic Storage Facility") for the Scanned Records within the BNYM System that is reasonably designed to comply with Section 31(a) of 1940 Act and the rules thereunder, or successor regulations addressing electronic record retention
requirements for the Scanned Records , and shall retain the Scanned Records in the Electronic Storage Facility in compliance with Section 31(a) of the 1940 Act and the rules thereunder or with such other regulation of the SEC as may be applicable to individual Scanned Records. BNYM represents and warrants that the Electronic Storage Facility resides on databases within BNYM’s secure data center environments and are fully replicated and made redundant on a daily basis. BNYM will notify the Fund about any material changes to the Electronic Storage Facility and in the event the changes materially adversely impact the Fund and BNYM does not within a reasonable period remediate such adverse impact to the Fund's reasonable satisfaction the Fund may terminate its receipt of services under this ERR Section.
(e)
(1)
If on a particular 90-Day Date there are Destruction Instructions in effect for the Fund, BNYM will, within a reasonable period following such 90-Day Date, instruct the Storage Contractor to destroy all 90-Day Records not previously destroyed by the Storage Contractor and following such destruction by the Storage Contractor BNYM shall obtain from the Storage Contractor, and provide to the Fund, a certification of destruction applicable to the 90-Day Records that have been destroyed
(2)
If on a particular 90-Day Date there are no Destruction Instructions in effect for the Fund, BNYM will, within a reasonable period following such 90-Day Date for particular 90-Day Records, provide the Fund with a listing of the 90-Day Records that have not previously been destroyed. BNYM shall instruct the Storage Contractor to destroy any 90-Day Records that the Fund subsequently directs BNYM in writing to destroy and following such destruction by the Storage Contractor BNYM shall obtain from the Storage Contractor, and provide to the Fund, a certification that the specified 90-Day Records have been destroyed.
(3)
The Fund acknowledges that: (i) BNYM's contract with the company that BNYM intends to utilize as the Storage Contractor permits the Storage Contractor up to 60 days from the receipt of a destruction request from BNYM to perform the requested destruction, (ii) in the event BNYM contracts with a different company to be the Storage Contractor it will seek to include the same 60 day requirement in the contract with that new Storage Contractor but makes no representations or warranties with respect to the destruction period that it will be able to negotiate with a new Storage Contractor, and (iii) BNYM is not responsible or liable in any manner for destruction performed by a Storage Contractor more than 60 days after receiving the request from BNYM.
(f)
All fees and charges and out-of-pocket expenses of the Storage Contractor incurred in connection with the services described in this ERR Section shall be borne by the Fund, including without limitation transport charges, storage charges, destruction charges and certification charges, and shall be paid by the Fund upon being invoiced for same by BNYM in a manner consistent with its payment of all other amounts invoiced by BNYM. BNYM shall have no liability of any nature for any action or omission of the Storage Contractor and all risk of Loss associated with the Original Documentation shall pass to the Fund once the Storage Contractor commences transfer of the Original Documentation to a vehicle of the Storage Contractor. The Fund acknowledges, if for any reason, including in connection with a termination of this Agreement or a deconversion of records to another service provider, that the Fund requests that some or all of the Scanned Records be converted, transferred, copied, downloaded, printed or otherwise moved or duplicated electronically, onto paper or into any other medium in any manner, the Fund shall be responsible for the payment of all BNYM fees and charges, and reimbursement of all out-of-pocket expenses, invoiced by BNYM in connection with such activities.
(g)
The terms of this ERR Section shall apply only to Original Documentation scanned into the BNYM System on and after the ERR Effective Date and the Scanned Records resulting therefrom. For clarification: provisions of the Agreement applicable to Original Documentation and record retention prior to the ERR Effective Date shall continue to apply to Original Documentation scanned into the BNYM System prior to the ERR Effective Date and electronic records resulting therefrom.
(h)
In the event of a conflict between another provision of the Agreement and a provision of this ERR Section, all provisions of the Agreement shall be given effect to the fullest extent possible but in the event of an irreconcilable conflict the provision of the ERR Section shall prevail.
(b)
Exhibit B is deleted and replaced in its entirety with the Exhibit B attached to Amendment To Transfer Agency And Shareholder Services Agreement, dated as of March 1, 2015, between BNYM and each of the Funds.
2.
Remainder of Current Agreement. Except as specifically modified by this Amendment, all terms and conditions of the Current Agreement shall remain in full force and effect.
3.
Governing Law. The governing law of the Current Agreement shall be the governing law of this Amendment.
4.
Entire Agreement. This Amendment constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and this amendment of the Current Agreement.
5.
Facsimile Signatures; Counterparts. This Amendment may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment or of executed signature pages to this Amendment by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, as of the day and year first above written.
BNY Mellon Investment Servicing (US) Inc.
Xxxxx Xxxxx Growth Trust
Xxxxx Xxxxx Investment Trust
Xxxxx Xxxxx Municipals Trust
By: /s/ Xxxxxx Mathisen_________________
Xxxxx Xxxxx Municipals Trust II
Xxxxx Xxxxx Mutual Funds Trust
Name: Xxxxxx Mathisen_________________
Xxxxx Xxxxx Series Fund, Inc.
Xxxxx Xxxxx Series Trust
Title: Managing Director________________
Xxxxx Xxxxx Series Trust II
Xxxxx Xxxxx Special Investment Trust
On its own behalf and, individually and separately, but not jointly, on behalf of each Portfolio of the Investment Company listed on Schedule B to the Agreement
By: /s/ Xxxxx Kirchner____________________
Name: Xxxxx Kirchner____________________
Title: Treasurer__________________________
SCHEDULE B
(Dated: March 1, 2015)
THIS SCHEDULE B is Schedule B to that certain Transfer Agency and Shareholder Services Agreement effective as of September 1, 2011, between BNY Mellon Investment Servicing (US) Inc. and the following Funds, individually and separately, but not jointly.
XXXXX XXXXX GROWTH TRUST |
Xxxxx Xxxxx Asian Small Companies Fund |
Xxxxx Xxxxx Atlanta Capital Focused Growth Fund |
Xxxxx Xxxxx Atlanta Capital Select Equity Fund |
Xxxxx Xxxxx Atlanta Capital XXXX-Cap Fund |
Xxxxx Xxxxx Focused Growth Opportunities Fund |
Xxxxx Xxxxx Focused Value Opportunities Fund |
Xxxxx Xxxxx Global Natural Resources Fund |
Xxxxx Xxxxx Greater China Growth Fund |
Xxxxx Xxxxx Hexavest Emerging Markets Equity Fund |
Xxxxx Xxxxx Hexavest Global Equity Fund |
Xxxxx Xxxxx Hexavest International Equity Fund |
Xxxxx Xxxxx Hexavest U.S. Equity Fund |
Xxxxx Xxxxx Multi-Cap Growth Fund |
Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx All Asset Strategy Fund |
Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Equity Strategy Fund |
Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Market Opportunities Fund (Services commenced 9/2/2014) |
Xxxxx Xxxxx Worldwide Health Sciences Fund |
Parametric Balanced Risk Fund |
XXXXX XXXXX INVESTMENT TRUST |
Xxxxx Xxxxx Floating-Rate Municipal Income Fund |
Xxxxx Xxxxx Massachusetts Limited Maturity Municipal Income Fund |
Xxxxx Xxxxx National Limited Maturity Municipal Income Fund |
Xxxxx Xxxxx New York Limited Maturity Municipal Income Fund |
Xxxxx Xxxxx Pennsylvania Limited Maturity Municipal Income Fund (merged into Xxxxx Xxxxx Investment Trust - Xxxxx Xxxxx National Limited Maturity Municipal Income Fund on 6/27/2014) |
XXXXX XXXXX MUNICIPALS TRUST |
Xxxxx Xxxxx Alabama Municipal Income Fund (merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 6/27/2014) |
Xxxxx Xxxxx Arizona Municipal Income Fund |
Xxxxx Xxxxx Arkansas Municipal Income Fund (merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 6/27/2014) |
Xxxxx Xxxxx California Municipal Income Fund |
Xxxxx Xxxxx Connecticut Municipal Income Fund |
Xxxxx Xxxxx Georgia Municipal Income Fund |
Xxxxx Xxxxx Kentucky Municipal Income Fund (merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 6/27/2014) |
Xxxxx Xxxxx Maryland Municipal Income Fund |
Xxxxx Xxxxx Massachusetts Municipal Income Fund |
Xxxxx Xxxxx Minnesota Municipal Income Fund |
Xxxxx Xxxxx Missouri Municipal Income Fund |
Xxxxx Xxxxx Municipal Opportunities Fund |
Xxxxx Xxxxx National Municipal Income Fund |
Xxxxx Xxxxx New Jersey Municipal Income Fund |
Xxxxx Xxxxx New York Municipal Income Fund |
Xxxxx Xxxxx North Carolina Municipal Income Fund |
Xxxxx Xxxxx Ohio Municipal Income Fund |
Xxxxx Xxxxx Oregon Municipal Income Fund |
Xxxxx Xxxxx Pennsylvania Municipal Income Fund |
Xxxxx Xxxxx South Carolina Municipal Income Fund |
Xxxxx Xxxxx Tennessee Municipal Income Fund (merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 6/27/2014) |
Xxxxx Xxxxx Virginia Municipal Income Fund |
XXXXX XXXXX MUNICIPALS TRUST II |
Xxxxx Xxxxx High Yield Municipal Income Fund |
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Intermediate Term Fund |
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Long Term Fund |
Xxxxx Xxxxx Tax-Advantaged Bond Strategies Short Term Fund |
XXXXX XXXXX MUTUAL FUNDS TRUST |
Xxxxx Xxxxx AMT-Free Municipal Income Fund |
Xxxxx Xxxxx Atlanta Capital Horizon Growth Fund |
Xxxxx Xxxxx Build America Bond Fund |
Xxxxx Xxxxx Currency Income Advantage Fund |
Xxxxx Xxxxx Diversified Currency Income Fund |
Xxxxx Xxxxx Emerging Markets Local Income Fund |
Xxxxx Xxxxx Floating-Rate Fund |
Xxxxx Xxxxx Floating-Rate & High Income Fund |
Xxxxx Xxxxx Floating-Rate Advantage Fund |
Xxxxx Xxxxx Global Dividend Income Fund |
Xxxxx Xxxxx Global Macro Absolute Return Fund |
Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund |
Xxxxx Xxxxx Global Macro Capital Opportunities Fund (Services commenced 11/3/2014) |
Xxxxx Xxxxx Government Obligations Fund |
Xxxxx Xxxxx High Income Opportunities Fund |
Xxxxx Xxxxx Large-Cap Core Research Fund (name changed to Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Stock Fund as of 10/31/2014) |
Xxxxx Xxxxx Multi-Strategy Absolute Return Fund |
Xxxxx Xxxxx Multi-Strategy All Market Fund |
Xxxxx Xxxxx Short Duration Government Income Fund |
Xxxxx Xxxxx Short Duration High Income Fund |
Xxxxx Xxxxx Short Duration Strategic Income Fund |
Xxxxx Xxxxx Tax-Managed Equity Asset Allocation Fund |
Xxxxx Xxxxx Tax-Managed Global Dividend Income Fund |
Xxxxx Xxxxx Tax-Managed Growth Fund 1.1 |
Xxxxx Xxxxx Tax-Managed Growth Fund 1.2 |
Xxxxx Xxxxx Tax-Managed Multi-Cap Growth Fund |
Xxxxx Xxxxx Tax-Managed Small-Cap Fund |
Xxxxx Xxxxx Tax-Managed Small-Cap Value Fund |
Xxxxx Xxxxx Tax-Managed Value Fund |
Xxxxx Xxxxx U.S. Government Money Market Fund |
Parametric Commodity Strategy Fund |
Parametric Currency Fund (Liquidated 4/1/2014)
|
Parametric Dividend Income Fund (Services commenced 3/1/2014) |
Parametric Emerging Markets Core Fund |
Parametric Emerging Markets Fund |
Parametric Global Small-Cap Fund |
Parametric International Equity Fund |
Parametric Market Neutral Fund (Liquidated 9/19/2014) |
Parametric Tax-Managed International Equity Fund |
XXXXX XXXXX SERIES FUND, INC. |
Xxxxx Xxxxx Institutional Emerging Markets Local Debt Fund (name changed to Xxxxx Xxxxx Series Fund, Inc. - Xxxxx Xxxxx Institutional Emerging Markets Debt Fund on 4/1/2014) |
XXXXX XXXXX SERIES TRUST |
Xxxxx Xxxxx Tax-Managed Growth Fund 1.0 |
XXXXX XXXXX SERIES TRUST II |
Xxxxx Xxxxx Income Fund of Boston |
Parametric Tax-Managed Emerging Markets Fund |
XXXXX XXXXX SPECIAL INVESTMENT TRUST |
Xxxxx Xxxxx Balanced Fund |
Xxxxx Xxxxx Bond Fund |
Xxxxx Xxxxx Bond Fund II (Services commenced 11/3/2014) |
Xxxxx Xxxxx Commodity Strategy Fund |
Xxxxx Xxxxx Dividend Builder Fund |
Xxxxx Xxxxx Greater India Fund |
Xxxxx Xxxxx Investment Grade Income Fund |
Xxxxx Xxxxx Large-Cap Growth Fund (name changed to Xxxxx Xxxxx Special Investment Trust - Xxxxx Xxxxx Growth Fund as of 10/31/2014) |
Xxxxx Xxxxx Large-Cap Value Fund |
Xxxxx Xxxxx Real Estate Fund |
Xxxxx Xxxxx Risk-Managed Equity Option Fund |
Xxxxx Xxxxx Short Duration Real Return Fund |
Xxxxx Xxxxx Small-Cap Fund |
Xxxxx Xxxxx Small-Cap Value Fund |
Xxxxx Xxxxx Special Equities Fund |
Parametric Absolute Return Fund |
