Amendment No. 14 To Transfer Agency Agreement

 

Exhibit 99.(h)(3)(v)

 

Amendment No. 14

To

Transfer Agency Agreement

 

This Amendment No. 14 to Transfer Agency Agreement, dated and effective as of January 20, 2025 (“Effective Date”) (“Amendment No. 14”), 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 this Amendment No. 14, 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, Amendment No. 11 To Transfer Agency Agreement dated as of June 22, 2021, Amendment No. 12 To Transfer Agency Agreement dated as of December 15, 2021, and Amendment No. 13 To Transfer Agency Agreement dated as of February 22, 2023 (collectively, the “Current Agreement”). The parties wish to amend the Current Agreement as set forth in this Amendment No. 14.

 

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 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, 2028 (the “Initial Term”).

 

b.

Schedule B is deleted in its entirety and replaced with the Schedule B attached to this Amendment No. 14.

 

2.             Remainder of Current Agreement. Except as specifically modified by this Amendment No. 14, all terms and conditions of the Current Agreement shall remain in full force and effect.

 

3.             Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No. 14.

 

 

4.             Entire Agreement. This Amendment No. 14 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.

 

5.             Facsimile Signatures; Counterparts. The parties expressly agree that this Amendment No. 14 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. 14, by a manual signature on a copy of Amendment No. 14 transmitted by facsimile transmission, by a manual signature on a copy of Amendment No. 14 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. 14 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. 14 or of executed signature pages to counterparts of this Amendment No. 14, 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. 14 and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment No. 14.

 

[signature page to follow]

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 14 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. 14 by Electronic Signature, affirms authorization to execute this Amendment No. 14 by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment No. 14 and an agreement with its terms.

 

BNY Mellon Investment Servicing (US) Inc.
By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name:	▇▇▇▇ ▇▇▇▇▇▇▇
Title:	Managing 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: January 20, 2025)

 

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	Class
	Institutional	2	3	4	5	K
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ China Equities Fund	X					X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Developed EAFE All Cap Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Plus All Cap Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equities Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets ex China Fund	X					X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Alpha Equities Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International All Cap Fund		X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Alpha Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Concentrated Growth Equities Fund	X					X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Smaller Companies Fund	X					X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Long Term Global Growth Fund	X	X	X	X	X	X
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Equity Growth Fund	X					X