Common use of Duties of the Transfer Agent Clause in Contracts

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and performing the customary services of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the Funds. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds and the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering Subject to the policies and performing direction of the customary services Board of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative functions in connection with the issuanceTrustees, transfer and redemption or repurchase (including coordination with the Custodian) of Shares, as more fully described in the written schedule of Duties of the Transfer Agent annexed hereto as Schedule A and incorporated hereinwill provide day-to-day supervision for the dividend disbursing, transfer agent, and shareholder servicing operations of each of the Trust’s Funds. Services to be provided shall be in accordance with the terms Trust’s organizational and registration documents as listed in paragraph 2 hereof and with the Prospectus of each Fund's ProspectusFund of the Trust. The Transfer Agent further agrees that it: a) Will conform to all applicable rules and regulations of the SEC and will, applicable law in addition, conduct its activities under this Agreement in accordance with regulations of any other federal and state agency that may now or in the procedures established from time future have jurisdiction over its activities; b) Will provide, at its expense, the non-executive personnel and data processing equipment and software necessary to time between perform the Shareholder Servicing functions shown on Exhibit A hereof; and c) Will provide all office space and general office equipment necessary for the dividend disbursing, transfer agent, and shareholder servicing activities of the Trust except as may be provided by third parties pursuant to separate agreements with the Trust. Notwithstanding anything contained in this Agreement to the contrary, the Transfer Agent (including its directors, officers, employees, and the Funds. (bagents) Recording the issuance of Shares and maintaining pursuant shall not be required to Commission Rule 17Ad-10(e) a record perform any of the total number duties of, assume any of Shares which are authorizedthe obligations or expenses of, based upon data provided or be liable for any of the acts or omissions of, any investment advisor of a Fund of the Trust or other third party subject to it by each Fund, and issued and outstandingseparate agreements with the Trust. The Transfer Agent shall provide each Fund on a regular basis with not be responsible hereunder for 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 legality or validity administration of the issue or sale code of such Shares, ethics of the Trust (“Code of Ethics”) which functions shall be under the sole responsibility of the Fund. (c) Notwithstanding any investment advisors, except insofar as the Code of Ethics applies to the personnel of the foregoing provisions Transfer Agent. It is the express intent of this Agreement, the parties hereto that the Transfer Agent shall not have control over or be under no duty or obligation to inquire into, and shall not be liable for: responsible for the placement (i) the legality except as specifically directed by a shareholder of the issuance Trust), investment or sale reinvestment of the assets of any Shares or the sufficiency Fund 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Trust. The Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time time, subject to the approval of the Board of Trustees, obtain at its own expense the services of consultants or other third parties to perform part or all of its duties hereunder, and such parties may be agreed upon in writing between the Funds and affiliates of the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering Subject to the policies and performing direction of the customary services Board of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative functions in connection with the issuanceTrustees, transfer and redemption or repurchase (including coordination with the Custodian) of Shares, as more fully described in the written schedule of Duties of the Transfer Agent annexed hereto as Schedule A and incorporated hereinwill provide day-to-day supervision for the dividend disbursing, transfer agent, and shareholder servicing operations of each of the Trust's Funds. Services to be provided shall be in accordance with the terms Trust's organizational and registration documents as listed in paragraph 2 hereof and with the Prospectus of each Fund's ProspectusFund of the Trust. The Transfer Agent further agrees that it: a) Will conform to all applicable rules and regulations of the SEC and will, applicable law in addition, conduct its activities under this Agreement in accordance with regulations of any other federal and state agency that may now or in the procedures established from time future have jurisdiction over its activities; b) Will provide, at its expense, the non-executive personnel and data processing equipment and software necessary to time between perform the Shareholder Servicing functions shown on Exhibit A hereof; and c) Will provide all office space and general office equipment necessary for the dividend disbursing, transfer agent, and shareholder servicing activities of the Trust except as may be provided by third parties pursuant to separate agreements with the Trust. Notwithstanding anything contained in this Agreement to the contrary, the Transfer Agent (including its directors, officers, employees, and the Funds. (bagents) Recording the issuance of Shares and maintaining pursuant shall not be required to Commission Rule 17Ad-10(e) a record perform any of the total number duties of, assume any of Shares which are authorizedthe obligations or expenses of, based upon data provided or be liable for any of the acts or omissions of, any investment advisor of a Fund of the Trust or other third party subject to it by each Fund, and issued and outstandingseparate agreements with the Trust. The Transfer Agent shall provide each Fund on a regular basis with not be responsible hereunder for 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 legality or validity administration of the issue or sale code of such Shares, ethics of the Trust ("Code of Ethics") which functions shall be under the sole responsibility of the Fund. (c) Notwithstanding any investment advisors, except insofar as the Code of Ethics applies to the personnel of the foregoing provisions Transfer Agent. It is the express intent of this Agreement, the parties hereto that the Transfer Agent shall not have control over or be under no duty or obligation to inquire into, and shall not be liable for: responsible for the placement (i) the legality except as specifically directed by a shareholder of the issuance Trust), investment or sale reinvestment of the assets of any Shares or the sufficiency Fund 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Trust. The Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time time, subject to the approval of the Board of Trustees, obtain at its own expense the services of consultants or other third parties to perform part or all of its duties hereunder, and such parties may be agreed upon in writing between the Funds and affiliates of the Transfer Agent.

Duties of the Transfer Agent. 3.1 (a) The Transfer Agent shall be responsible for: (a) Administering and for administering and/or performing the customary services of a transfer agent; agent functions, for acting as service agent in connection with dividend and distribution functions; , and agent in connection with for performing shareholder account and administrative agent functions in connection with the issuance, transfer transfer, and redemption or repurchase (including coordination with the Custodian) of the Trust's Shares, as more fully described in the written schedule of Duties . The details of the Transfer Agent annexed hereto as Schedule A operating standards and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established to be followed shall be determined from time to time between as the Transfer Agent and the FundsTrust agree. (b) Recording The Transfer Agent will provide the services listed in Appendix B subject to the control, direction, and supervision of the Board and its designated agents and in compliance with the purchase, sale, and exchange provisions of the Trust's prospectus and statement of additional information as in effect from time to time. (c) The Transfer Agent shall record the issuance of Shares and maintaining shares pursuant to Commission Rule 17Ad-10(e) of the 1934 Act and maintain a record of the total number of Shares of each Sub-Trust which are authorized, based upon data provided the Trust provides to it by each Fundit, and issued and outstanding. The Transfer Agent shall provide each Fund the Trust and its agent for preparing and making "blue sky" filings with the states on a regular basis with the total number of Shares of each Sub-Trust 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 legality or validity of the issue or sale of such Shares, which functions shall be the sole responsibility of the FundTrust. (cd) Notwithstanding any The Transfer Agent shall create and maintain all records required by applicable laws, rules, and regulations, including but not limited to records required by Section 31(a) of the foregoing provisions 1940 Act and the rules thereunder, as they may be amended from time to time, pertaining to the various functions the Transfer Agent performs and which are not otherwise created and maintained by another party pursuant to contract with the Trust. All such records shall be the property of this Agreementthe Trust at all times and shall be available for its inspection and use. When applicable, the Transfer Agent shall maintain these records for the periods and in the places required by Rule 31a-2 under the 1940 Act. The retention of such records shall be under no duty at the expense of the Trust. The Transfer Agent shall make available during regular business hours all record and other data created and maintained pursuant to this Agreement for the reasonable audit and inspection by the Trust, any person the Trust retains, or obligation to inquire into, and shall not be liable for:any regulatory agency having authority over the Trust. (ie) 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth hereinlisted in Appendix B, the Transfer Agent shall perform such other duties and functions, functions and shall be paid such amounts therefor, for these services as the Transfer Agent and the Trust may from time to time be agreed upon agree in writing between the Funds and the Transfer Agentwriting.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and and/or performing the customary services of a transfer agent; service agent in connection with dividend and distribution functions; and agent in connection with 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectusthe Prospectus of the Fund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between the Transfer Agent and the FundsFund. (b) Recording the issuance of Shares and maintaining pursuant to Commission SEC Rule 17Ad-10(e) a record of the total number of Shares of each Portfolio which are authorized, based upon data provided to it by each the Fund, and issued and outstanding. The Transfer Agent shall provide each the Fund on a regular basis with the total number of Shares of each Portfolio which are authorized and ad 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 legality or validity of 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, the Transfer Agent 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, each the Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of shares or share transactions for each State on the system prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agentState. The responsibility of the Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting resorting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds Fund and the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and performing the customary services of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the Funds. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds and the Transfer Agent. 3.4 In addition, the Transfer Agent shall perform the related print mail services in connection with the services setform herein. Fees for such service shall be agreed upon from time to time by the parties.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and agent in connection with 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectusthe Prospectus of the Fund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between the Transfer Agent and the FundsFund. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of each Portfolio which are authorized, based upon data provided to it by each the Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each the Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of shares or share transactions for each State on the system prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agentState. The responsibility of the Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds Fund and the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and and/or performing the customary services of a transfer agent; service agent in connection with dividend and distribution functions; and agent in connection with 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectusthe Prospectus of the Fund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between the Transfer Agent and the FundsFund. (b) Recording the issuance of Shares and maintaining pursuant to Commission SEC Rule 17Ad-10(e) a record of the total number of Shares of each Portfolio which are authorized, based upon data provided to it by each the Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each the Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of shares or share transactions for each State on the system prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agentState. The responsibility of the Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds Fund and the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and and/or performing the customary services of a transfer agent; acting as service agent in connection with dividend and distribution functions; and agent in connection with 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectusthe Prospectus of the Fund on behalf of the applicable Portfolio, applicable law and the procedures established from time to time between the Transfer Agent and the FundsFund. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) of the 1934 Act a record of the total number of Shares of each Portfolio which are authorized, based upon data provided to it by each the Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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 DirectorsTrustees, 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, each the Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of shares or share transactions for each State on the system prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agentState. The responsibility of the Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds Fund and the Transfer Agent.

Duties of the Transfer Agent. 3.1 3.1. The Transfer Agent shall be responsible for: (a) Administering and performing the customary services of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the Funds. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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 3.2. In addition, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 3.3. In addition to the duties set forth herein, the Transfer Agent 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 Funds and the Transfer Agent.

Duties of the Transfer Agent. 3.1 (a) The Transfer Agent shall be responsible for: (a) Administering and for administering and/or performing the customary services of a transfer agent; agent functions, for acting as service agent in connection with dividend and distribution functions; functions and agent in connection with for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of the Trust's Shares, as more fully described in the written schedule of Duties . The details of the Transfer Agent annexed hereto as Schedule A operating standards and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established to be followed shall be determined from time to time by agreement between the Transfer Agent and the FundsTrust. (b) Recording The Transfer Agent shall create and maintain all necessary records including those specified in Section 17 hereof, in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act, and those records pertaining to the various functions performed by it hereunder. All records shall be available for inspection and use by the Trust. Where applicable, such records shall be maintained by the Transfer Agent for the periods and in the places required by Rule 31a-2 under the 1940 Act. All such records shall be the property of the Trust and the Transfer Agent shall deliver such records to the Trust or its designee upon request. (c) The Transfer Agent shall make available during regular business hours all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by the Trust, or any person retained by the Trust. Upon reasonable notice by the Trust, the Transfer Agent shall make available during regular business hours its facilities and premises employed in connection with its performance of this Agreement for reasonable visitation by the Trust, or any person retained by the Trust. (d) At the expense of the Trust, the Transfer Agent shall maintain an adequate supply of blank share certificates for each Sub-Trust providing for the issuance of Shares certificates to meet the Transfer Agent's requirements therefor. Such share certificates shall be properly signed by facsimile. The Trust agrees that, notwithstanding; the death, resignation, or removal of any officer of the Trust whose signature appears on such certificates, the Transfer Agent may continue to countersign certificates which bear such signatures until other directed by the Trust. Share certificates may be issued and maintaining pursuant accounted for entirely by the Transfer Agent and do not require any third party registrar or other endorsing party. (e) The Transfer Agent shall issue replacement share certificates in lieu of certificates which have been lost, stolen or destroyed, without any further action by the Board of Trustees or any Officer of the Trust, upon receipt by the Transfer Agent of properly executed affidavits and lost certificate bonds, in form satisfactory to Commission Rule 17Ad-10(ethe Transfer Agent, with the Trust and the Transfer Agent as obligees under replacement certificates without requiring the affidavits and lost certificate bonds described above and the Transfer Agent agrees to indemnify the Trust against any and all losses or claims which may arise by reason of the issuance of such new certificates in the place of the one allegedly lost, stolen or destroyed. (f) The Transfer Agent shall also maintain a record of each certificate issued, the total number of Shares which are authorizedrepresented thereby and the holder of record. With respect to shares held in open account, based upon data provided to it by each Fundi.e. no certificate being issued with respect thereto, the Transfer Agent shall maintain comparable records of the record holders thereof, including their addresses and issued and outstandingtax identification numbers. The Transfer Agent shall provide each Fund further maintain a stop transfer record 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 legality or validity of the issue or sale of such Shares, which functions shall be the sole responsibility of the Fundlost and/or replaced certificates. (cg) Notwithstanding any of the foregoing provisions of this Agreement, the The Transfer Agent shall be under no duty or obligation will address and mail all account communication by the Trust to inquire intoits Shareholders, including reports to Shareholders and shall not be liable for:dividend and distribution notices. (ih) 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the The Transfer Agent will investigate all Shareholder inquiries relating to Shareholder accounts and transmitted will answer all correspondence from Shareholders, securities brokers and other relating to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund duties hereunder and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent shall perform such other duties and functions, and shall be paid such amounts therefor, correspondence as may from time to time be mutually agreed upon in writing between the Funds Transfer Agent and the Trust. (i) The Transfer Agent shall furnish the Trust state by state registration reports, such period and special reports as the Trust may reasonably request, and such other information, including Shareholder lists and statistical information concerning accounts as may be agreed upon from time to time between the Trust and the Transfer Agent. (j) In connection with special meetings of Shareholders, the Transfer Agent will prepare Shareholder lists, process and tabulate returned proxy cards, report on proxies voted prior to meetings, act as teller at meetings and certify Shares voted at meetings.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and performing the customary services of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the Funds. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment stablishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds and the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and and/or performing the customary services of a transfer agent; service agent in connection with dividend and distribution functions; and agent in connection with 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's the Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the FundsFund. (b) Recording the issuance of Shares and maintaining pursuant to Commission SEC Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each the Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each the Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of shares or share transactions for each State on the system prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agentState. The responsibility of the Transfer Agent for a the Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds Fund and the Transfer Agent.

Duties of the Transfer Agent. 3.1 The Transfer Agent shall be responsible for: (a) Administering and performing the customary services of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's ’s Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the Funds. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall provide each 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 legality or validity of 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, the Transfer Agent 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, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's ’s system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's ’s blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3.3 In addition to the duties set forth herein, the Transfer Agent 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 Funds and the Transfer Agent.