Amendment to the Amended and Restated Sub-Administration and Accounting Agreement (Tailored Shareholder Reports)
EXECUTION
Amendment to the Amended and Restated Sub-Administration and Accounting Agreement
(Tailored Shareholder Reports)
This Amendment is an amendment to the Amended and Restated Sub-Administration and Accounting Agreement between The Bank of New York Mellon (“BNY Mellon”) and Touchstone Advisors, Inc. (“Customer”) dated as of January 1, 2021 (the “Agreement”).
The date of this Amendment is April 1, 2024, but for clarity the terms of Section 1 and Section 2 of this Amendment are not effective until May 31, 2024.
Intending to be legally bound, BNY Mellon and Customer hereby agree as follows:
1. | The description of services currently set forth in the Agreement under Schedule I—Schedule of Services—Financial Reporting—Financial Statement Preparation & Review is hereby deleted and replaced in its entirety with the following: |
• | Financial Statement Preparation & Review |
• | Prepare, circulate and maintain the Trust’s financial reporting production calendar; |
• | Prepare and file (or coordinate the filing of) the Trust’s Form 24f-2; |
• | Prepare Form N-PORT Part F; |
• | Prepare a fund’s respective class level annual and semi-annual shareholder reports with respect to a fund registered on Form N-1A (“Tailored Shareholder Reports” or “TSR”) for shareholder delivery, inclusion in Form N-CSR including tagging disclosures in iXBRL and webhosting. |
• | The foregoing preparation of annual and semi-annual TSRs requires typesetting services. The following terms apply to the typesetting services applicable to BNY Mellon’s preparation of the aforementioned annual and semi-annual TSRs. [*the following typesetting services are a Vendor Eligible Service]: |
• | BNY Mellon will create financial compositions for the applicable financial report and related XXXXX files. |
• | BNY Mellon will maintain country codes, industry class codes, security class codes, and state codes. |
• | BNY Mellon will create components that will specify the proper grouping and sorting for display of portfolio information. |
• | BNY Mellon will create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter). |
• | BNY Mellon will process, convert, and load security and general ledger data. |
• | BNY Mellon will perform document publishing, including the output of print-ready PDF files and XXXXX html files (such XXXXX html files will be limited to one per the applicable financial report and unless mutually agreed to in writing between BNY Mellon and Customer, BNY Mellon will use the same layout for production data for every successive reporting period). |
• | BNY Mellon will generate financial reports (using the capabilities of a financial printer or other vendor) which include the following: |
• | identifying information at the beginning of the shareholder report; |
• | class expense example; |
• | Management Discussion of Fund Performance (semi-annual shareholder report at Customer’s option); |
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• | key fund statistics including total advisory fees paid by the fund, portfolio turnover rate, net assets, and number of holdings; |
• | graphical representation of holdings; |
• | material fund changes (if applicable) (semi-annual shareholder report at Customer’s option); |
• | changes in and disagreements with accountants in summary form (if applicable); |
• | statement regarding the availability of certain additional information; |
• | additional fund information as mutually agreed in writing between BNY Mellon and Customer; and |
• | householding disclosure (at Customer’s option). |
• | Unless mutually agreed in writing between BNY Mellon and Customer, BNY Mellon will use the same layout and format for every successive reporting period for the TSRs. At the request of Customer and upon the mutual written agreement of BNY Mellon and Customer as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the financial printer or other applicable vendor to, change the format or layout of reports from time to time; |
• | Prepare a fund’s annual and semi-annual shareholder reports with respect to a fund not registered on Form N-1A for shareholder delivery and inclusion in Form N-CSR. |
• | The foregoing preparation of annual and semi-annual shareholder reports requires typesetting services, and the typesetting terms and services set forth below under the heading “Typesetting Services” apply to BNY Mellon’s preparation of the aforementioned annual and semi-annual shareholder reports for funds not registered on Form N-1A. |
2. | For clarity, BNY Mellon will continue to prepare each fund’s schedule of investments, financial statements, financial highlights, and other detailed information for inclusion in Form N-CSR, the preparation of which requires typesetting services. The typesetting services terms set forth under the heading “Typesetting Services” under the “Financial Reporting” heading of Schedule I (Schedule of Services) of the Agreement apply to the typesetting services applicable to BNY Mellon’s preparation of the aforementioned schedule of investments, financial statements, financial highlights, and other detailed information for inclusion in Form N-CSR. |
3. | For clarity, nothing in this Amendment is intended to reduce any service relating to the preparation of each fund’s schedule of investments, financial statements, financial highlights, and other detailed information for inclusion in Form N-CSR that BNY Mellon is already required to provide pursuant to the terms of the Agreement. |
4. | The parties hereto expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation, or symbol of a signature into an electronic copy of this Amendment by electronic, digital, or other technological methods. Each counterpart executed in accordance with the foregoing will be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, will constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment. |
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EXECUTION
Each party hereto has caused this Amendment to be executed by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
Agreed: | ||||||||
Touchstone Advisors, Inc. | The Bank of New York Mellon | |||||||
By: | /s/ Xxxxxx X. Xxxxxxxxxx | By: | /s/ Xxxxx Xxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxxxxx | Name: | Xxxxx Xxxxxxx | |||||
Title: | Chief Financial Officer | Title: | Relationship Manager | |||||
By: | /s/ Xxxxx Xxxxx | |||||||
Name: | Xxxxx Xxxxx | |||||||
Title: | Vice President and Asst. Treasurer |
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