Amendment No. 12 To Transfer Agency Agreement

 

Exhibit 99.(h)(5)(iv)

 

Amendment No. 12

To

Transfer Agency Agreement

 

This Amendment No. 12 To Transfer Agency Agreement, executed as of December 15, 2021 (“Effective Date”) ("Amendment No. 12"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds (the "Investment Company"), on its own behalf and on behalf of each series of the Investment Company listed on Schedule B to the Amended Agreement (as defined below), in its individual and separate capacity.

 

Background

 

BNYM and the Investment Company previously entered into the Transfer Agency Agreement, dated as of September 1, 2014 (“Original Agreement”), Amendment Agreement, dated as of July 20, 2016, Amendment No. 1 To Transfer Agency Agreement effective as of August 4, 2017, Amendment No. 2 To Transfer Agency Agreement, dated as of February 20, 2018, Amendment No. 4 To Transfer Agency Agreement, dated as of September 28, 2018 but effective as of June 30, 2018, Amendment No. 5 To Transfer Agency Agreement, dated as of December 14, 2018, Amendment No. 6 To Transfer Agency Agreement, dated as of December 13, 2018, Amendment No. 7 To Transfer Agency Agreement, dated as of November 25, 2019, Amendment No. 8 To Transfer Agency Agreement, dated as of December 19, 2019, Amendment No. 9 to Transfer Agency Agreement, dated as of April 29, 2020, Amendment No. 10 to Transfer Agency Agreement, dated as of April 30, 2021, and Amendment No. 11 to Transfer Agency Agreement, dated as of June 22, 2021 (collectively, the "Current Agreement"). The parties wish to amend the Current Agreement as set forth in this Amendment No. 12.

 

Terms

 

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

 

1.             Modifications to Current Agreement. The Current Agreement is hereby amended as follows:

 

(a)           Section 13(a) is deleted in its entirety and replaced it with the following:

 

(a)       This Agreement shall be effective on the Effective Date and continue, unless validly terminated pursuant to this Section 13 prior thereto, until January 20, 2025 (the "Initial Term").

 

(b)           A new Section 19(t), which reads in its entirety as follows, is added:

 

(t)       Use of Fund Data

 

   (1)       Subject to all requirements of Section 4 (Confidentiality) and Section 5 (Privacy) during the course of such activities, the Fund agrees that BNYM, its Affiliates and suppliers, may disclose to each other and use Fund Confidential Information (including Fund shareholder data and, to the extent provided, personal data of employees of the Fund and its Affiliates, but excluding fee information): (i) to the extent necessary for the provision of services and fulfilling BNYM’s regulatory and legal obligations; (ii) in connection with business administration functions performed on a centralized basis by BNYM, its Affiliates and suppliers with respect to the services provided under the Agreement; and (iii) to analyze and improve services of the type provided under this Agreement and for internal research and development activities related to improvement of those services.

 

 

   (2) The Fund agrees that BNYM and its Affiliates may aggregate Fund Confidential Information with other client-related data or other data on a fully anonymized basis and use such aggregated data for purposes of product or service development and distribution, general marketing purposes, and producing market or similar analyses for its clients, provided that the identity of the Fund and the name, location and other characteristics of current and former shareholders of the Fund that would permit identification of such shareholders will not be included in such aggregation and will not be capable of being derived from any such aggregated and anonymized data.

 

(c)            Schedule B is deleted and replaced in its entirety with the Schedule B attached to Amendment No. 12, executed as of December 15, 2021, between BNYM and the Investment Company.

 

2.             Adoption of Amended Agreement by New Funds. The Funds that have been added to Schedule B by virtue of this Amendment No. 12 acknowledge and agree that (i) by virtue of their execution of this Amendment No. 12, they become and are parties to the Current Agreement as amended by this Amendment No. 12 ("Amended Agreement") as of the date first written above, or if BNYM commenced providing services to the Funds prior to the date first written above, as of the date BNYM first provided services to the Funds, and (ii) they are bound by all terms and conditions of the Amended Agreement as of such date. The term "Fund" has the same meaning in this Amendment No. 12 as it has in the Current Agreement.

 

3.             Remainder of Current Agreement. Except as specifically modified by this Amendment No. 12, all terms and conditions of the Current Agreement shall remain in full force and effect.

 

4.             Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No. 12.

 

5.             Entire Agreement. This Amendment No. 12 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Current Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.

 

6.             Signatures; Counterparts. The parties expressly agree that this Amendment No. 12 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 Amendment No. 12, by a manual signature on a copy of Amendment No. 12 transmitted by facsimile transmission, by a manual signature on a copy of Amendment No. 12 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 Amendment No. 12 by electronic, digital or other technological methods. Each 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 counterparts of this Amendment No. 12 or of executed signature pages to counterparts of this Amendment No. 12, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment No. 12 and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment No. 12.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 12 To Transfer Agency Agreement to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment No. 12 by Electronic Signature, affirms authorization to execute this Amendment No. 12 by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment No. 12 and an agreement with its terms.

 

 

BNY Mellon Investment Servicing (US) Inc.
By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:	Director

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds
On its own behalf and on behalf of each Fund, each in its individual capacity, and not on behalf of any other Fund
By:	/s/ ▇▇▇▇▇ ▇▇▇▇

Name:	▇▇▇▇▇ ▇▇▇▇
Title:	Vice President, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds

 

 

SCHEDULE B

 

(Dated: December 15, 2021)

 

THIS SCHEDULE B is Schedule B to that certain Transfer Agency Agreement dated as of September 1, 2014 between BNY Mellon Investment Servicing (US) Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds, as amended.

 

Portfolios

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia Ex Japan Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia Ex Japan Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia Ex Japan Fund – Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China A Shares Growth Fund :

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China A Shares Growth Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China A Shares Growth Fund – Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China Equities Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China Equities Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China Equities Fund – Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets ex China Fund:*

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets ex China Fund – Institutional Class*

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets ex China Fund Class K*

 

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Stewardship Equities Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Stewardship Equities Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Stewardship Equities Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Innovation Equities Fund:*

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Innovation Equities Fund – Institutional Class*

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Innovation Equities Fund Class K*

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International All Cap Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International All Cap Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International All Cap Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International All Cap Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International All Cap Fund Class 5

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Concentrated Growth Equities Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Concentrated Growth Equities Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Concentrated Growth Equities Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Smaller Companies Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Smaller Companies Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Smaller Companies Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japan Growth Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japan Growth Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japan Growth Fund – Class K

 

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund Class 2

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund Class 3

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund Class 4

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund Class 5

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Multi Asset Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Multi Asset Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Multi Asset Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Positive Change Equities Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Positive Change Equities Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Positive Change Equities Fund Class K

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Discovery Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Discovery Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Discovery Fund Class K

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Equity Growth Fund:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Equity Growth Fund – Institutional Class

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Equity Growth Fund Class K

 

* Services expected to commence December 21, 2021.