Common use of Certain Representations and Warranties of DST Clause in Contracts

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware; B. It is duly qualified to carry on its business in the State of Missouri; C. It is empowered under Applicable Laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement; D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Term. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement; E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; F. It has and will continue to have and maintain any systems, operations, facilities and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary to perform its duties and obligations under this Agreement; and G. It has, and will continue to have and maintain, the necessary personnel to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware; B. It is duly qualified to carry on its business in the State of Missouri; C. It is empowered under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, the Employee Retirement Income Security Act, as amended, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Title V of the Xxxxx-Xxxxx-Xxxxxx Act, the Investment Advisers Act of 1940, as amended, the Bank Secrecy Act, as amended (31 U.S.C. 5311- 5314; 5316-5332), as it applies to transfer agents acting as such on behalf of funds, and any rules adopted under the foregoing by the SEC or the U.S. Department of the Treasury, U.S. tax laws, the Maryland Securities Act, the Delaware Statutory Trust Act and any other Federal or State law concerning which the Investment Company Institute issued a general notice and any other laws, rules and regulations of which the Funds have advised DST in writing, as applicable to transfer agency services or as expressly adopted herein, insofar as, with respect to DST, the foregoing relates to the performance of Services by DST on behalf of the Funds under this Agreement (collectively, “Applicable Laws Laws”) and by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement; D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) Act such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Termterm of this Agreement. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement; E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; F. It has and will continue to have and maintain any systems, operations, facilities and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary to perform its duties and obligations under this Agreement; and G. It has, and will continue to have and maintain, the necessary personnel to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;Missouri and, as required, in other jurisdictions in which it is required to so qualify or in which DST provides any of the services at any time provided under or in connection with this Agreement (the “Services”). C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement;. D. It is registered registered, and in good standing, as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Term. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;). E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasshall perform its Services and obligations under this Agreement: (1) in good faith with reasonable care, in a commercially reasonable manner within reasonable limits to ensure the accuracy of all Services performed under this Agreement; (2) in compliance with the federal, state, and local laws, rules, regulations, and regulatory guidance (collectively, “Laws”) generally applicable to DST’s business; (3) in compliance with this Agreement and Proper Instructions provided by or on behalf of the Fund; and (4) without negligence, willful misconduct, bad faith or reckless disregard for its obligations under this Agreement (collectively, the “Standard of Care”). For the avoidance of doubt, except as provided herein, DST shall be responsible for the acts and omissions of itself, its affiliates, subcontractors and agents, and the directors, officers, employees, subcontractors and agents of each of them, in connection with the performance of DST’s Services and obligations under this Agreement. As used herein, “Proper Instructions” means a writing signed or initialed by or originating from one or more authorized persons of the Fund or its investment adviser (it being understood that for purposes of this Agreement, references to the Fund’s “investment adviser” shall include the Fund’s subadviser) identified on Exhibit B hereto (each an “Authorized Person”) or other authorized officer of the Fund. Oral instructions will continue be deemed to be Proper Instructions if (a) they otherwise comply with the definition thereof and (b) DST reasonably, and in good faith, believes them to have been given by an Authorized Person or authorized officer of the Fund with respect to the transaction involved. The Fund shall promptly confirm any oral instruction, or request the Authorized Person or officer providing such oral instruction to promptly confirm it. Proper Instructions may include communications effected through electro-mechanical devices and maintainmay be amended or changed in writing, including without limitation through electro-mechanical or electronic device. H. It shall implement, maintain and, at least annually, review written policies and procedures reasonably designed to protect Fund Confidential Information. DST will reasonably cooperate with the Fund, and its investment adviser’s, Authorized Persons or authorized officers (including, without limitation, their respective Chief Compliance Officers and/or any individual designated by the Fund, its investment adviser or such Chief Compliance Officers) in connection with the Fund’s and its investment adviser’s compliance programs. I. It shall maintain commercially reasonable insurance policies and coverages with respect to its Services and obligations performed under or in connection with this Agreement throughout the Term of this Agreement. Such insurance coverage is as set forth on Exhibit F attached hereto and incorporated herein by reference. Upon request of the Fund, DST shall provide evidence that such coverage is in place. DST shall, promptly upon receipt of any such notice by any applicable carrier, notify the Fund should any of its bond or insurance coverages be cancelled; such notification shall include the date of cancellation, the necessary personnel reasons therefor and DST’s replacement plans. J. DST shall maintain reasonable safeguards reasonably designed for maintaining in confidence any and all Fund Confidential Information in its possession, including, without limitation, the policies and procedures described in the paragraph below. DST shall not, at any time, use any such Fund Confidential Information for any purpose other than as specifically authorized by this Agreement, or in writing by the Fund. DST has implemented and maintains at each service location physical and information security and data protection safeguards reasonably designed to perform protect against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration of Fund Confidential Information in the possession of DST that will be no less rigorous than those described in the Client Information Security Schedule attached hereto as Exhibit E (which DST agrees to comply with), and from time to time modified at DST’s reasonable discretion. Without limiting the foregoing, DST agrees to comply with the Client Information Security Schedule attached hereto, and implement and maintain a written information security program (which may be modified by DST from time to time, provided that at all times it contains measures that will be no less rigorous than those described in the Client Information Security Schedule attached hereto). To the extent applicable to the Services contemplated that are to be provided by DST under this Agreement, DST will, at a minimum, update its policies to remain compliant with applicable regulatory requirements, including, without limitation, the Xxxxx-Xxxxx-Xxxxxx Act and the Massachusetts Standards for the Protection of Personal Information. DST will meet with the Fund or its representative, at its request, on an annual basis to discuss information security safeguards. If DST or its agents discover or are notified that there has been a confirmed unauthorized access of Fund Confidential Information, then DST will promptly (a) notify the Fund of such personnel violation, and (b) if the applicable Confidential Information was in the possession or under the control of DST or its agents at the time of such violation, DST will promptly investigate and advise the Fund as to the steps being taken with respect to such violation. Except as expressly contemplated by this Agreement, DST and its employees, Affiliates, (and in DST’s reasonable discretion, its agents, and service providers) will comply with all confidentiality and data protection obligations under this Agreement. DST shall have be responsible for unauthorized use of or access to Fund Confidential Information while in DST’s, its Affiliates’ or its subcontractor’s possession, provided that such unauthorized use or access is due to DST’s breach of its confidentiality, privacy and/or information security policies and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Servicesprocedures; provided, however, that nothing in that, at a minimum, such policies and procedures contain privacy, confidentiality and information security requirements consistent with the requirements under this Agreement (including, without limitation, the Client Information Security Schedule). K. It is intended to, nor shall it, require DST to register its personnel in compliance with any self-regulatory organizations, unless such registration becomes required under law directly legal requirements and Laws in all material respects generally applicable to DST as a result of its registration as a transfer agent business, including, without limitation, Laws applicable to its Services and obligations performed under the federal securities lawsthis Agreement.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked), suspended or otherwise and is a transfer agent and registrar approved by the subject of any proceeding before the SECNew York Stock Exchange (“NYSE-Approved Transfer Agent”), and DST shall will continue to maintain such registration as a transfer agent be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should agent or NYSE-Approved Transfer Agent; and if DST fail fails to be so registered with or approved by the appropriate federal SEC or the New York Stock Exchange, or any successor agency of the SEC or the New York Stock Exchange, or any additional agency to the extent the existing Services as they apply to the current Fund become subject to additional regulatory oversight by an agency other than the SEC or the New York Stock Exchange, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such Services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasTo the best of its knowledge, and will continue to no legal or administrative proceedings have and maintain, the necessary personnel been instituted or threatened which would impair DST’s ability to perform the Services contemplated its duties and obligations under this Agreement, and such personnel shall have and maintain in good standing during the term of . H. Its entrance into this Agreement all required certificates, licenses shall not cause a material breach or registrations related to their responsibilities be in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel material conflict with any self-regulatory organizations, unless such registration becomes required under other agreement or obligation of DST or any law directly or regulation applicable to DST as a result it. I. It shall comply with all laws, rules and regulations, including all provisions of the 1934 Act and the rules thereunder and all state laws, rules and regulations applicable to its registration as a transfer agent under the federal securities lawsagency business.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked'), suspended or otherwise and is a transfer agent and registrar approved by the subject of any proceeding before the SECNew York Stock Exchange (“NYSE-Approved Transfer Agent”), and DST shall will continue to maintain such registration as a transfer agent be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should agent or NYSE-Approved Transfer Agent; and if DST fail fails to be so registered with or approved by the appropriate federal Securities and Exchange Commission (“SEC”) or the New York Stock Exchange, or any successor agency of the SEC or the New York Stock Exchange, or any additional agency to the extent the existing Services as they apply to the current Funds become subject to additional regulatory oversight by an agency other than the SEC or the New York Stock Exchange, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such Services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasis accepted by The Depository Trust Company (“DTC”) as a DTC Direct Registration System Limited Participant. In this regard, DST will participate in DTC's Fast Automated Transfer Program, provide a Direct Mail by Agent function as mandated by DST in connection with participation in the Direct Registration System (“DRS”); will undergo sufficient training regarding DRS and DST’s Profile Modification System (“Profile”); and will participate in DTC’s Profile Surety Program as a prerequisite to initiating Profile transactions. H. For so long as this Agreement remains in full force and effect DST will maintain an electronic interface with the FAST System owned and operated by DTC. I. DST will add the Fund to the FAST System program and Profile through DTC and will make the Fund’s shares eligible for the DRS Program as soon as reasonably practicably, and, except for the Fund’s responsibility to ensure that (i) the Fund’s governing documents permit the issuance of uncertificated shares, (ii) the Fund’s Board of Directors has authorized the issuance of uncertificated shares, and (iii) all associated tax reporting requirements are complied with, will continue maintain the Fund’s eligibility to have participate therein, in accordance with all applicable DTC requirements and maintainSEC rules and regulations, including, without limitation, by mailing or otherwise making available to a shareholder (i) a shareholder transaction advice or statement within three (3) business days of each DRS account transaction that affects the necessary personnel shareholders’ position or more often as required by SEC regulations; and (ii) DRS Book Entry statements to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all registered owners at least annually or more often as required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities lawsby SEC regulations.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked’), suspended or otherwise and is a transfer agent and registrar approved by the subject of any proceeding before the SECNew York Stock Exchange (“NYSE-Approved Transfer Agent”), and DST shall will continue to maintain such registration as a transfer agent be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should agent or NYSE-Approved Transfer Agent; and if DST fail fails to be so registered with or approved by the appropriate federal SEC or the New York Stock Exchange, or any successor agency of the SEC or the New York Stock Exchange, or any additional agency to the extent the existing Services as they apply to the current Fund become subject to additional regulatory oversight by an agency other than the SEC or the New York Stock Exchange, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such Services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasTo the best of its knowledge, and will continue to no legal or administrative proceedings have and maintain, the necessary personnel been instituted or threatened which would impair DST’s ability to perform the Services contemplated its duties and obligations under this Agreement, and such personnel shall have and maintain in good standing during the term of . H. Its entrance into this Agreement all required certificates, licenses shall not cause a material breach or registrations related to their responsibilities be in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel material conflict with any self-regulatory organizations, unless such registration becomes required under other agreement or obligation of DST or any law directly or regulation applicable to DST as a result it. I. It shall comply with all laws, rules and regulations, including all provisions of the 1934 Act and the rules thereunder and all state laws, rules and regulations applicable to its registration as a transfer agent under the federal securities lawsagency business.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware; B. It is duly qualified to carry on its business in the State of Missouri; C. It is empowered under Applicable Laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement; D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such Act”)such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Term. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement; E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; F. It has and will continue to have and maintain any systems, operations, facilities and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary to perform its duties and obligations under this Agreement; and G. It has, and will continue to have and maintain, the necessary personnel to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue it is in compliance with all federal and state laws applicable to maintain such registration DST’s acting as a transfer agent agent, and will continue to be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should , and if DST fail fails to be so registered with or approved by the appropriate federal Securities Exchange Commission, or any successor agency of the SEC, or any additional agency to the extent the existing services as they apply to the current Funds become subject to additional regulatory oversight by an agency other than the Securities Exchange Commission, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasis accepted by The Depository Trust Company (“DTC”) as a limited participant in the DTC Direct Registration System (“DRS”). In this regard, DST will participate in DTC’s Fast Automated Securities Transfer (“FAST”) program, provide a “direct mail by agent” (or DMA) function as mandated by DTC in connection with DRS participation; will undergo sufficient training regarding DRS and DTC’s Profile Modification System (“Profile”); and will participate in DTC’s Profile Surety Program as a prerequisite to initiating Profile transactions. H. For so long as this Agreement remains in full force and effect DST will maintain an electronic interface with DTC. I. DST will add the Fund to the FAST program and Profile through DTC and will make the Fund’s shares DRS eligible as soon as reasonably practicably, and, except for the Fund’s responsibility to ensure that (i) the Fund’s governing documents permit the issuance of uncertificated shares, (ii) the Fund’s Board of Trustees has authorized the issuance of uncertificated shares, and (iii) all associated tax reporting requirements are complied with, will continue maintain the Fund’s eligibility to have participate therein, in accordance with all applicable DTC requirements and maintainSEC rules and regulations, including, without limitation, by mailing or otherwise making available to a securityholder (i) a securityholder transaction advice or statement within two (2) business days of each DRS account transaction that affects the necessary personnel securityholders’ position or more often as required by SEC regulations; and (ii) DRS book entry statements to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all registered owners at least annually or more often as required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities lawsby SEC regulations.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked‘), suspended or otherwise and is a transfer agent and registrar approved by the subject of any proceeding before the SECNew York Stock Exchange (“NYSE-Approved Transfer Agent”), and DST shall will continue to maintain such registration as a transfer agent be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should agent or NYSE-Approved Transfer Agent; and if DST fail fails to be so registered with or approved by the appropriate federal Securities and Exchange Commission (“SEC”) or the New York Stock Exchange, or any successor agency of the SEC or the New York Stock Exchange, or any additional agency to the extent the existing Services as they apply to the current Funds become subject to additional regulatory oversight by an agency other than the SEC or the New York Stock Exchange, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such Services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasis accepted by The Depository Trust Company (“DTC”) as a DTC Direct Registration System Limited Participant. In this regard, DST will participate in DTC’s Fast Automated Transfer Program, provide a Direct Mail by Agent function as mandated by DTC in connection with participation in the Direct Registration System (“DRS”); will undergo sufficient training regarding DRS and DTC’s Profile Modification System (“Profile”); and will participate in DTC’s Profile Surety Program as a prerequisite to initiating Profile transactions. H. For so long as this Agreement remains in full force and effect DST will maintain an electronic interface with the FAST System owned and operated by DTC. I. DST will add the Fund to the FAST System program and Profile through DTC and will make the Fund’s shares eligible for the DRS Program as soon as reasonably practicably, and, except for the Fund’s responsibility to ensure that (i) the Fund’s governing documents permit the issuance of uncertificated shares, (ii) the Fund’s Board of Trustees has authorized the issuance of uncertificated shares, and (iii) all associated tax reporting requirements are complied with, will maintain the Fund’s eligibility to participate therein, in accordance with all applicable DTC requirements and SEC rules and regulations, including, without limitation, by mailing or otherwise making available to a shareholder (i) a shareholder transaction advice or statement within three (3) business days of each DRS account transaction that affects the shareholders’ position or more often as required by SEC regulations; and (ii) DRS Book Entry statements to registered owners at least annually or more often as required by SEC regulations. J. DST is conducting, and will continue to have conduct, its business in compliance in all material respects with all laws and maintainregulations, the both state and federal, applicable to DST, and has obtained all regulatory approvals necessary personnel to perform the Services contemplated under carry on its business as now conducted; there is no judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act’), and is a transfer agent and registrar approved by the New York Stock Exchange (“NYSE-Approved Transfer Agent”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC), and DST shall will continue to maintain such registration as a transfer agent be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should agent or NYSE-Approved Transfer Agent; and if DST fail fails to be so registered with or approved by the appropriate federal SEC or the New York Stock Exchange, or any successor agency of the SEC or the New York Stock Exchange, or any additional agency to the extent the existing Services as they apply to the current Fund become subject to additional regulatory oversight by an agency other than the SEC or the New York Stock Exchange, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such Services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasTo the best of its knowledge, and will continue to no legal or administrative proceedings have and maintain, the necessary personnel been instituted or threatened which would impair DST’s ability to perform the Services contemplated its duties and obligations under this Agreement, and such personnel shall have and maintain in good standing during the term of . H. Its entrance into this Agreement all required certificates, licenses shall not cause a material breach or registrations related to their responsibilities be in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel material conflict with any self-regulatory organizations, unless such registration becomes required under other agreement or obligation of DST or any law directly or regulation applicable to DST as a result it. I. It shall comply with all laws, rules and regulations, including all provisions of the 1934 Act and the rules thereunder and all state laws, rules and regulations applicable to its registration as a transfer agent under the federal securities lawsagency business.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Term. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;). E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasis accepted by The Depository Trust Company (“DTC”) as a limited participant in the DTC Direct Registration System (“DRS”). In this regard, DST will participate in DTC's Fast Automated Securities Transfer (“FAST”) program, provide a “direct mail by agent” (or DMA) function as mandated by DTC in connection with DRS participation; will undergo sufficient training regarding DRS and DTC’s Profile Modification System (“Profile”); and will participate in DTC’s Profile Surety Program as a prerequisite to initiating Profile transactions. H. For so long as this Agreement remains in full force and effect DST will maintain an electronic interface with DTC. I. DST will add the Fund to the FAST program and Profile through DTC and will make the Fund’s shares DRS eligible as soon as reasonably practicably, and, except for the Fund’s responsibility to ensure that (i) the Fund’s governing documents permit the issuance of uncertificated shares, (ii) the Fund’s Board of Trustees has authorized the issuance of uncertificated shares, and (iii) all associated tax reporting requirements are complied with, will continue maintain the Fund’s eligibility to have participate therein, in accordance with all applicable DTC requirements and maintainSEC rules and regulations, including, without limitation, by mailing or otherwise making available to a securityholder (i) a securityholder transaction advice or statement within three (3) business days of each DRS account transaction that affects the necessary personnel securityholders’ position or more often as required by SEC regulations; and (ii) DRS book entry statements to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all registered owners at least annually or more often as required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities lawsby SEC regulations.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act’), and is a transfer agent and registrar approved by the New York Stock Exchange (“NYSE-Approved Transfer Agent”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC), and DST shall will continue to maintain such registration as a transfer agent be registered and so approved during the Termterm of this Agreement. DST will promptly notify the Funds in writing Fund in the event of any material change in DST’s its status as a registered transfer agent. Should agent or NYSE-Approved Transfer Agent; and if DST fail fails to be so registered with or approved by the appropriate federal SEC or the New York Stock Exchange, or any successor agency of the SEC or the New York Stock Exchange, or any additional agency to the extent the existing Services as they apply to the current Fund become subject to additional regulatory oversight by an agency other than the SEC or the New York Stock Exchange, DST shall register as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;for such Services. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasTo the best of its knowledge, and will continue to no legal or administrative proceedings have and maintain, the necessary personnel been instituted or threatened which would impair DST’s ability to perform the Services contemplated its duties and obligations under this Agreement, and such personnel shall have and maintain in good standing during the term of . H. Its entrance into this Agreement all required certificates, licenses shall not cause a material breach or registrations related to their responsibilities be in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel material conflict with any self-regulatory organizations, unless such registration becomes required under other agreement or obligation of DST or any law directly or regulation applicable to DST as a result it. I. It shall comply with all laws, rules and regulations, including all provisions of the 1934 Act and the rules thereunder and all state laws, rules and regulations applicable to its registration as a transfer agent under the federal securities lawsagency business.

Certain Representations and Warranties of DST. DST represents and warrants to the Fund that: A. It is a corporation duly organized and existing and in good standing under the laws of Delaware;. B. It is duly qualified to carry on its business in the State of Missouri;. C. It is empowered under Applicable Laws applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the Services services contemplated in this Agreement;. D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue it is in compliance with all federal and state laws applicable to maintain such registration DST’s acting as a transfer agent during the Term. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the Term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement;. E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;. F. It has and will continue to have and maintain any systemsthe necessary facilities, operations, facilities equipment and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary personnel to perform its duties and obligations under this Agreement; and. G. It hasis accepted by The Depository Trust Company (“DTC”) as a limited participant in the DTC Direct Registration System (“DRS”). In this regard, DST will participate in DTC’s Fast Automated Securities Transfer (“FAST”) program, provide a “direct mail by agent” (or DMA) function as mandated by DTC in connection with DRS participation; will undergo sufficient training regarding DRS and DTC’s Profile Modification System (“Profile”); and will participate in DTC’s Profile Surety Program as a prerequisite to initiating Profile transactions. H. For so long as this Agreement remains in full force and effect DST will maintain an electronic interface with DTC. I. DST will add the Fund to the FAST program and Profile through DTC and will make the Fund’s shares DRS eligible as soon as reasonably practicably, and, except for the Fund’s responsibility to ensure that (i) the Fund’s governing documents permit the issuance of uncertificated shares, (ii) the Fund’s Board of Trustees has authorized the issuance of uncertificated shares, and (iii) all associated tax reporting requirements are complied with, will continue maintain the Fund’s eligibility to have participate therein, in accordance with all applicable DTC requirements and maintainSEC rules and regulations, including, without limitation, by mailing or otherwise making available to a securityholder (i) a securityholder transaction advice or statement within two (2) business days of each DRS account transaction that affects the necessary personnel securityholders’ position or more often as required by SEC regulations; and (ii) DRS book entry statements to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all registered owners at least annually or more often as required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities lawsby SEC regulations.