Common use of Duties of PFPC Clause in Contracts

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of Shares, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the Fund, applicable law and the procedures established from time to time between PFPC and the Fund. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 PFPC shall serve as agent for Shareholders pursuant to the Fund's dividend reinvestment and cash purchase plan as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPC. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the CustodianCustodian(s)) of SharesShares of the Fund, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the Fund, applicable law and the procedures established from time to time between PFPC and the Fund. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Fund make any modifications to the prospectus of the Fund or adopt any policies which in either case affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) In addition to performing the foregoing services, the Fund hereby engages PFPC as its print/mail service provider with respect to those items and for such fees as set forth in the written agreement between the parties regarding fees in accordance with Section 6 of this Agreement. PFPC agrees to perform the services and its obligations subject to the terms and conditions of this Agreement. (d) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 In addition, the Fund shall (i) identify to PFPC shall serve in writing those transactions and assets to be treated as agent exempt from blue sky reporting for Shareholders pursuant each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of PFPC for the Funds' blue sky State registration status is solely limited to the Fund's dividend reinvestment initial establishment of transactions subject to blue sky compliance by the Fund and cash purchase plan the reporting of such transactions to the Fund and its agents as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPCprovided above. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC. 3.4 PFPC agrees to provide the services described herein in accordance with the Performance Standards annexed hereto as Exhibit 1 of Schedule A and incorporated herein (the "Performance Standards"). Such Performance Standards may be amended from time to time upon written agreement by the parties.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law and the procedures established agreed to in writing from time to time between by PFPC and the Fund. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) In addition to providing the foregoing services, the Fund hereby engages PFPC to provide the print/mail services as set forth in Schedule B annexed hereto and incorporated herein, for the fees also identified in Schedule B. PFPC agrees to perform such print/mail services subject to the terms and conditions of this Agreement. (d) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 In addition, the Fund shall (i) identify to PFPC shall serve in writing those transactions and assets to be treated as agent exempt from blue sky reporting for Shareholders pursuant each state and (ii) verify the establishment of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of PFPC for the Fund's dividend reinvestment blue sky state registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and cash purchase plan the reporting of such transactions to the Fund as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPCprovided above. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between by the Fund and PFPC.

Duties of PFPC. 3.1 PFPC shall be responsible forfor continuing to: (a) Administering 3.1.1 Administer and/or performing perform the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated hereinC (Services), and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law the Securities Laws and the procedures established from time to time between PFPC and the Fund. (b) Recording 3.1.2 Record the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) 3.1.3 Perform the customary services of an administrator, including corporate secretarial, treasury and blue sky services, and fund accounting agent for the Fund, as more fully described in Schedule C and subject to the supervision and direction of the Board of Directors of the Fund. 3.2 PFPC shall continue to act as liaison with the Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information in PFPC’s control is made available to such accountants for the expression of their opinion, as required by the Fund. 3.3 Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefortherefore; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 3.4 In addition, the Fund shall identify to PFPC in writing those transactions and assets to be treated as exempt from blue sky reporting for each State. The responsibility of PFPC for the Fund’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.5 PFPC shall serve as agent for Shareholders pursuant not have or be required to have any authority to supervise the investment or reinvestment of the securities or other properties which comprise the assets of the Fund or any of its Portfolios and shall not provide any investment advisory services to the Fund's dividend reinvestment Fund or any of its Portfolios. Furthermore, and cash purchase plan notwithstanding any provision of this Agreement, the services of PFPC are not, nor shall they be, construed as amended from time to time in accordance with constituting legal advice or the terms provision of legal services for or on behalf of the agreement to be entered into between Fund, the Shareholders and PFPCPortfolios or any other person. 3.3 3.6 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law and the procedures established agreed to in writing from time to time between by PFPC and the Fund. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) In addition to providing the foregoing services, the Fund hereby engages PFPC to provide the print/mail services as set forth in Schedule B annexed hereto and incorporated herein, for the fees also identified in Schedule B. PFPC agrees to perform such print/mail services subject to the terms and conditions of this Agreement. (d) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 In addition, the Fund shall (i) identify to PFPC shall serve in writing those transactions and assets to be treated as agent exempt from blue sky reporting for Shareholders pursuant each state and (ii) verify the establishment of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of PFPC for the Fund's dividend reinvestment blue sky state registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and cash purchase plan the reporting of such transactions to the Fund as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPCprovided above. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between by the Fund and PFPC.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A B and incorporated herein, and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between PFPC and the Fund. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Fund make any modifications to the Prospectus of the Fund or adopt any policies affecting the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) In addition to providing the foregoing services, the Fund hereby engages PFPC as its print/mail service provider with respect to those print/mail items and for such fees as may be agreed to from time to time in writing by the Fund and PFPC. PFPC agrees to perform the services and its obligations subject to the terms and conditions of this Agreement. (d) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares.. The foregoing shall in no way be interpreted or construed to limit PFPC’s obligations set forth in Section 16 of Schedule B. 3.2 In addition, the Fund shall (i) identify to PFPC shall serve in writing those transactions and assets to be treated as agent exempt from blue sky reporting for Shareholders pursuant each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of PFPC for the Fund's dividend reinvestment blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and cash purchase plan the reporting of such transactions to the Fund as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPCprovided above. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC. 3.4 In addition to the services rendered by PFPC as set forth in the Agreement, PFPC agrees to provide the following services with respect to PFPC’s proprietary Internet Account Management product: (a) In accordance with the written Internet Account Management procedures and product functionality documentation provided to the Fund by PFPC, PFPC shall, through the use of the PFPC Web Transaction Engine and PFPC Secure Net Gateway; (i) enable the Funds and End-Users to utilize the Internet to access Fund information maintained by the Fund on the Fund Home Page; and (ii) enable End-Users to utilize the Internet to access the PFPC System in order to perform Account Inquiries and Financial Transactions in Shareholder accounts. (b) Process the set up of self-registering with a User defined ID and password, as described in the Internet Account Management Services Product Guide provided to the Funds, which shall include verification of initial identification numbers issued, reset and activation of personalized passwords and reissue of new passwords. (c) Provide Installation services which shall include, review and sign off on the Fund’s network requirements, recommending method of linking to the PFPC Web Transaction Engine, installing network hardware and software, implementing the network connectivity, and testing the network connectivity and performance. (d) Provide maintenance and support of the PFPC Secure Net Gateway and the PFPC Web Transaction Engine, which includes the following: (i) error corrections, minor enhancements and interim upgrades to the Internet Account Management Web Site which are made generally available by PFPC to Internet Account Management customers; (ii) help desk support to provide assistance to Fund employees with the Fund’s use of the Internet Account Management Web Site. Maintenance and support shall not include (a) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by PFPC to Internet Account Management clients, as determined solely by PFPC; or (b) maintenance of customized features. (e) Maintain and upkeep of the security infrastructure and capabilities described in the procedures and product functionality documentation. (f) Prepare and forward a monthly usage reports to the Fund which shall provide the Fund with a summary of activity and functionality used by and End-Users. 3.5 In connection with the Fund’s use of the Internet Account Management Web Site, the Fund shall be responsible for the following: (a) establishment and maintenance of the Fund Home Page on the Internet; (b) services and relationships between the Fund and any third party on-line service providers to enable End-Users to access the Fund Home Page and/or the Investor Services System via the Internet; (c) provide PFPC with access to and information regarding the Fund Home Page in order to enable PFPC to provide the services contemplated hereunder.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as including but not limited to those functions more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between PFPC and the Fund. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) In addition to providing the foregoing services, the Fund hereby engages PFPC as its exclusive service provider with respect to the Print/Mail Services and for such fees as mutually agreed in writing by the parties. PFPC agrees to perform the services and its obligations subject to the terms and conditions of this Agreement. (d) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation under this Agreement to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 In addition, the Fund shall (i) identify to PFPC shall serve in writing those transactions and assets to be treated as agent exempt from blue sky reporting for Shareholders pursuant each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of PFPC for the Fund's dividend reinvestment blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and cash purchase plan the reporting of such transactions to the Fund as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPCprovided above. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of Shares, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the Fund, applicable law and the procedures established from time to time between PFPC and the Fund. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: : (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 PFPC shall serve as agent for Shareholders pursuant to the Fund's ’s dividend reinvestment and cash purchase plan as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPC. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC.

Duties of PFPC. 3.1 (a) PFPC shall be responsible for: (a) Administering for administering and/or performing the customary services of a transfer agentagent functions; for acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, issuance and transfer and redemption or repurchase (including coordination with the Custodian) of Shares, as more fully . Such duties are described in the written schedule Schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and A. PFPC shall also act in accordance with the terms of the Prospectus of the Fund, applicable law and the procedures established from time to time between PFPC and the Fund. (b) Recording PFPC shall record the issuance of Shares and maintaining maintain pursuant to Rule 17Ad-10(e) under the Securities Act of the 1934 Act a record of the total number of Shares of the Fund which are authorized, authorized (with due authorization based upon data provided to it by the Fund), and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and such information but shall have no obligation, when recording the issuance of Shares, to monitor the legality of issuance of such Shares or to take cognizance of any laws relating to the proper issue or sale of such Shares, which functions shall be the sole responsibility of the FundFund (or its administrator). (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 PFPC shall serve as agent for Shareholders pursuant to the Fund's dividend reinvestment and cash purchase plan plan, as amended from time to time in accordance with time. (d) PFPC acknowledges that the terms Funds' administrator, Eaton Vance Management ("EVM"), currently employs personnel to provxxx xxxxxxxlders with, among other things, information regarding their accounts and transaction procedures of PFPC. PFPC acknowledges that EVM is not responsible for transfer agency services to the agreement Fund. In the event PFPC determines that a particular transaction requested by a shareholder cannot be processed because it is not permitted by law or procedures established hereby but EVM or Fund personnel desire the transaction to be entered into between so processed, then PFPC shall nonetheless process the Shareholders and transaction if EVM provides a standard form indemnification to PFPC. 3.3 In addition to . At the duties set forth hereinrequest of EVM, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPCprovide a written explanation for its decision.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A B and incorporated herein, and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between PFPC and the Fund. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Fund make any modifications to the prospectus of the Fund or adopt any policies which effect the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) In addition to providing the foregoing services, the Fund hereby engages PFPC as its print/mail service provider with respect to those print/mail items identified in Schedule C for the fees also set forth in Schedule C. PFPC agrees to perform the services and its obligations subject to the terms and conditions of this Agreement. (d) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 In addition, the Fund shall (i) identify to PFPC shall serve in writing those transactions and assets to be treated as agent exempt from blue sky reporting for Shareholders pursuant each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of PFPC for the Fund's dividend reinvestment blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and cash purchase plan the reporting of such transactions to the Fund as amended from time to time in accordance with the terms of the agreement to be entered into between the Shareholders and PFPCprovided above. 3.3 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC. 3.4 In addition to the services rendered by PFPC as set forth in the Agreement, PFPC agrees to provide the following services with respect to PFPC's proprietary IMPRESSNetsm product: (a) In accordance with the written IMPRESSNetsm procedures and product functionality documentation provided to the Fund by PFPC, PFPC shall, through the use of the PFPC Web Transaction Engine and PFPC Secure Net Gateway; (i) enable the Funds and End-Users to utilize the Internet to access Fund information maintained by the Fund on the Fund Home Page; and (ii) enable End-Users to utilize the Internet to access the PFPC System in order to perform Account Inquiries and Financial Transactions in Shareholder accounts. (b) Process the set up of personal identification numbers ("PIN") for End-Users which shall include verification of initial identification numbers issued, reset and activate personalized PIN's and reissue new PIN's in connection with lost PIN's. (c) Provide Installation services which shall include, review and sign off on the Fund's network requirements, recommending method of linking to the PFPC Web Transaction Engine, installing network hardware and software, implementing the network connectivity, and testing the network connectivity and performance. (d) Provide maintenance and support of the PFPC Secure Net Gateway and the PFPC Web Transaction Engine, which includes the following: (i) error corrections, minor enhancements and interim upgrades to IMPRESSNetsm which are made generally available by FDISG to IMPRESSNetsm customers; (ii) help desk support to provide assistance to Fund employees with the Fund's use of IMPRESSNetsm. Maintenance and support shall NOT include (a) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by PFPC to IMPRESSNetsm clients, as determined solely by PFPC; or (b) maintenance of customized features. (e) Maintain and upkeep of the security infrastructure and capabilities described in the procedures and product functionality documentation. (f) Prepare and forward a monthly usage reports to the Fund which shall provide the Fund with a summary of activity and functionality used by and End-Users. 3.5 In connection with the Fund's use of IMPRESSNetsm, the Fund shall be responsible for the following: (a) establishment and maintenance of the Fund Home Page on the Internet; (b) services and relationships between the Fund and any third party on-line service providers to enable End-Users to access the Fund Home Page and/or the Investor Services System via the Internet; (c) provide PFPC with access to and information regarding the Fund Home Page in order to enable PFPC to provide the services contemplated hereunder.

Duties of PFPC. 3.1 PFPC shall be responsible for: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of each Portfolio, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of the Prospectus of the FundFund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between PFPC and the Fund. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 PFPC agrees that it shall serve as agent for Shareholders pursuant to perform the Fund's dividend reinvestment and cash purchase plan as amended from time to time services set forth herein in accordance with the terms written schedule of Quality Standard Levels annexed hereto as Schedule B. 3.3 In addition, the agreement Fund shall (i) identify to PFPC in writing those transactions and assets to be entered into between treated as exempt from blue sky reporting for each State and (ii) verify the Shareholders establishment of transactions for each State on the system prior to activation and PFPCthereafter monitor the daily activity for each State. The responsibility of PFPC for the Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 3.4 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPC.

Duties of PFPC. 3.1 PFPC shall be responsible forfor the following duties to the extent required to provide NSCC level services: (a) Administering and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of SharesShares of the Funds, as more fully described in the written schedule of Duties of PFPC annexed hereto as Schedule A B and incorporated herein, and in accordance with the terms of the Prospectus of the FundFunds, applicable law and the procedures established from time to time between PFPC and the FundTransfer Agent. (b) Recording the issuance of Shares and maintaining pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstandingoutstanding on the PFPC System for NSCC accounts. PFPC shall provide the Fund Transfer Agent on a regular daily basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording on the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the FundPFPC System for NSCC accounts. (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 PFPC shall serve as agent (d) Establishing procedures for Shareholders Networking and Fund/Serv pursuant to the Fund's dividend reinvestment rules and cash purchase plan as amended from time to time in accordance with the terms regulations of the agreement to be entered into between the Shareholders and PFPCNSCC. 3.3 3.2 In addition to the duties set forth herein, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund Transfer Agent and PFPC. Without limiting the foregoing, PFPC shall use its best efforts to ensure that provisions that protect the Transfer Agent and the Funds from liability for the acts and omissions of shareholders and financial intermediaries that trade the Funds' shares through NSCC are included in agreements with such shareholders and financial intermediaries to the same extent that the provisions of such agreements protect PFPC from such acts and omissions.

Duties of PFPC. 3.1 (a) PFPC shall be responsible for: (a) Administering for administering and/or performing the customary services of a transfer agentagent functions; for acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, issuance and transfer and redemption or repurchase (including coordination with the Custodian) of Shares, as more fully . Such duties are described in the written schedule Schedule of Duties of PFPC annexed hereto as Schedule A and incorporated herein, and A. PFPC shall also act in accordance with the terms of the Prospectus of the Fund, applicable law and the procedures established from time to time between PFPC and the Fund. (b) Recording PFPC shall record the issuance of Shares and maintaining maintain pursuant to Rule 17Ad-10(e) under the Securities Act of the 1934 Act a record of the total number of Shares of the Fund which are authorized, authorized (with due authorization based upon data provided to it by the Fund), and issued and outstanding. PFPC shall provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and such information but shall have no obligation, when recording the issuance of Shares, to monitor the legality of issuance of such Shares or to take cognizance of any laws relating to the proper issue or sale of such Shares, which functions shall be the sole responsibility of the FundFund (or its administrator). (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Board of Directors, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 3.2 PFPC shall serve as agent for Shareholders pursuant to the Fund's dividend reinvestment and cash purchase plan plan, as amended from time to time in accordance with time. (d) PFPC acknowledges that the terms Funds' administrator, Eaton Vance Management ("EVM"), xxxxxxxxy employs personnel to provide shareholders with, among other things, information regarding their accounts and transaction procedures of PFPC. PFPC acknowledges that EVM is not responsible for transfer agency services to the agreement Fund. In the event PFPC determines that a particular transaction requested by a shareholder cannot be processed because it is not permitted by law or procedures established hereby but EVM or Fund personnel desire the transaction to be entered into between so processed, then PFPC shall nonetheless process the Shareholders and transaction if EVM provides a standard form indemnification to PFPC. 3.3 In addition to . At the duties set forth hereinrequest of EVM, PFPC shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Fund and PFPCprovide a written explanation for its decision.