Amendment No. 1
To
Transfer Agency And Shareholder Services Agreement
This Amendment No. 1 To Transfer Agency And Shareholder Services
Agreement, dated as of October 15, 2015 ("Amendment No. 1"), is being entered
into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and
First Trust Variable Insurance Trust (the "Investment Company") and the
Portfolios of the Investment Company listed on the Exhibit B attached to this
Amendment No. 1.
Background
BNYM and the Investment Company previously entered into the Transfer
Agency And Shareholder Services Agreement, made as of April 11, 2012 ("Original
Agreement"). The parties wish to amend the Original Agreement as set forth in
this Amendment No. 1.
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 Original Agreement. The Original Agreement is hereby
amended as follows:
(a) The defining of the term "Agreement", appearing as ("Agreement") in the
introductory paragraph of the Original Agreement, is hereby deleted in its
entirety and the following is added to Schedule A of the Original Agreement in
its alphabetically correct location:
"Agreement" means the Transfer Agency And Shareholder Services Agreement,
made as of April 11, 2012, between BNYM and the Investment Company, as it
may be amended from time to time.
(b) Schedule B is hereby deleted in its entirety and replaced with the Schedule
B attached to Amendment No. 1 to Transfer Agency And Shareholder Services
Agreement, dated as of October 15, 2015, between BNYM and the Investment
Company and the Portfolios of the Investment Company therein identified.
2. Adoption of Amended Agreement by the Funds. Each Fund on Schedule B by
virtue of this Amendment No. 1 acknowledges and agrees that (i) by virtue
of its execution of this Amendment No. 1, it becomes and is a party to the
Original Agreement as amended by this Amendment No. 1 ("Amended
Agreement") as of the date first written above, or if BNYM commenced
providing services to the Fund prior to the date first written above, as
of the date BNYM first provided services to the Fund, and (ii) it is bound
by all terms and conditions of the Amended Agreement as of such date. The
term "Fund" and "Agreement" have the same meanings in this Amendment No. 1
as in the Amended Agreement.
3. Remainder of Original Agreement. Except as specifically modified by this
Amendment No. I, all terms and conditions of the Original Agreement shall
remain in full force and effect.
4. Governing Law. The governing law of the Original Agreement shall be the
governing law of this Amendment No. 1 .
5. Entire Agreement. This Amendment No. 1 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 Original
Agreement.
6. Facsimile Signatures; Counterparts. This Amendment No. 1 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 No. 1 or of
executed signature pages to this Amendment No. 1 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 No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their duly authorized officers, as of the day and year first
above written.
BNY MELLON INVESTMENT SERVICING (US) INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signer
FIRST TRUST VARIABLE INSURANCE TRUST
On behalf of itself and each Portfolio listed on Schedule B to the Agreement, in
its individual and separate capacity not on behalf of any other Portfolio
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: President and CEO
EXECUTION VERSION
SCHEDULE B
(Dated: October 15, 2015)
THIS SCHEDULE B is Schedule B to that certain Transfer Agency And
Shareholder Services Agreement dated as of April 11, 2012 between BNY Mellon
Investment Servicing (US) Inc. and First Trust Variable Insurance Trust.
Portfolios
First Trust/Dow Xxxxx Dividend & Income Allocation Portfolio
First Trust Multi Income Allocation Portfolio* First
Trust Xxxxxx Xxxxxx Tactical Core Portfolio**
*Services commenced April 30, 2014
**Expected to open to the public on or about October 30, 2015