Common use of ISSUANCE, REDEMPTION AND TRANSFER OF SHARES Clause in Contracts

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of shall accept with respect to the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day Day, at such times as are specified in accordance with the Prospectus and at such Prospectus. The Fund agrees other times as are agreed upon from time to provide time by the Transfer Agent and the Fund, each (i) purchase order received from a purchaser, or shareholder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder or an Approved Institution, or contained in a Certificate, provided that such purchase order or redemption request, as the case may be, is in conformity with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such Fund's purchase and redemption procedure; provided, however, that procedures described in no event will such advance notice be less than thirty (30) daysthe Prospectus. (b) The Transfer Agent also shall also accept with respect to the Fund's Shares on each Fund Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent containing the information set forth in all respects with the Transfer Agent's record format, as amended from time to time, Section 1(a) which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes the its net asset value of value, record the Fundissuance to, issue to and redeem from redemption from, the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmissionwhich, which in accordance with the Prospectus Prospectus, is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund class specified in an advice or computer tape received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect record such redemption in whole or in part part, and shall within twenty-four (24) hours immediately orally advise the Approved Institution which supplied such tape of such discrepancy, with an advice in writing faxed to the discrepancyApproved Institution on that same day and mailed to the Approved Institution on the following day. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the The Transfer Agent shall shall, as of each Fund Business Day, as Day specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue record the issuance of Shares of the Fund a class, based on the net asset value per Share of such Fund class specified in an advice or computer tape received from the Fund on such Fund Business Day, in connection with a reinvestment of a dividend or distribution on Shares of such class. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund as early as is reasonably practicable with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund each class (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of each class recorded by the Fund sold Transfer Agent as having been issued on such day, day pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders each class recorded by the Transfer Agent as having been redeemed on such day; the total number of Shares of the Fundeach class, if any, sold recorded by the Transfer Agent as having been issued on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of each class issued and outstanding as of the close of such business day. As soon as is reasonably practicable after such statement is received by the Fund, the Fund shall confirm the number of Shares of each class issued and outstandingoutstanding contained therein, and may make any necessary corrections, by delivering to the Transfer Agent a Certificate with respect to the same. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in either of the ProspectusProspectus or this Agreement. In the event of conflicting language with respect to such statements, the Prospectus will control. If the Prospectus indicates that certificates for Shares are available available, and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue record the issuance of and mail mail, by not less than first class insured mail, to such shareholder at the address set forth in the records of the Transfer Agent Agent, a Share certificate for any full Shares requested. In addition, the Transfer Agent shall record the issuance of and mail Share requestedCertificates for full Shares requested otherwise than in writing provided such request is in accordance with the Prospectus. 6. As of each Fund Business Day, the Transfer Agent shall furnish furnish, at the Fund with Fund's direction, an advice in writing or, if requested by the Fund, a computer tape, setting forth the number and dollar amount of Shares to be redeemed or purchased on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by The Transfer Agent shall direct the Custodian to transfer moneys to the dividend disbursing/redemption payment account in connection with a redemption of Shares, the Transfer Agent and then shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: law (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a1(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus and the shareholder's instructions with respect thereto (so long as such instructions do not conflict with the Prospectus; ), and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b1(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmissiontape. 8. The Transfer Agent shall not be required to issue any record the issuance of Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of such Shares has been suspended or discontinued, nor shall it be required to record the redemption of any Shares after it has received written notification to such effect from an Officer of the Fund or from an appropriate federal authority. The Fund will supply to the Transfer Agent a Certificate listing the states in which the Fund's shares are qualified for sale, as amended from time to time, and the Transfer Agent shall be entitled will record the issuance of Shares only with respect to rely upon persons or entities having addresses in such written notificationStates. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another account of such accountApproved Institution, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrecttape. (a) 10. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 11 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent reasonably deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various statesif any. The Transfer Agent reserves the right to refuse to transfer or redeem record the redemption of Shares until it is reasonably satisfied that the endorsement on the stock Share certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC pursuant to standards and a program adopted in accordance with Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. The Transfer Agent also reserves the right to refuse to transfer or redeem record the redemption of Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or record redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and or recording redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 1211. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to requireobtain, as a condition to any transfer of any Shares pursuant to paragraph 11 9 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this AgreementArticle, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 10 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of shall accept with respect to the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day Day, at such times as are specified in accordance with the Prospectus and at such Prospectus. The Fund agrees other times as are agreed upon from time to provide time by the Transfer Agent and the Fund, each (i) purchase order received from a purchaser, or shareholder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder or an Approved Institution, or contained in a Certificate, provided that such purchase order or redemption request, as the case may be, is in conformity with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such Fund's purchase and redemption procedure; provided, however, that procedures described in no event will such advance notice be less than thirty (30) daysthe Prospectus. (b) The Transfer Agent also shall also accept with respect to the Fund's Shares on each Fund Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent containing the information set forth in all respects with the Transfer Agent's record format, as amended from time to time, Section 1(a) which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes the its net asset value of value, record the Fundissuance to, issue to and redeem from redemption from, the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmissionwhich, which in accordance with the Prospectus Prospectus, is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund class specified in an advice or computer tape received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect record such redemption in whole or in part part, and shall within twenty-four (24) hours immediately orally advise the Approved Institution which supplied such tape of such discrepancy, with an advice in writing faxed to the discrepancyApproved Institution on that same day and mailed to the Approved Institution on the following day. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the The Transfer Agent shall shall, as of each Fund Business Day, as Day specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue record the issuance of Shares of the Fund a class, based on the net asset value per Share of such Fund class specified in an advice or computer tape received from the Fund on such Fund Business Day, in connection with a reinvestment of a dividend or distribution on Shares of such class. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund as early as is reasonably practicable with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund each class (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of each class recorded by the Fund sold Transfer Agent as having been issued on such day, day pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders each class recorded by the Transfer Agent as having been redeemed on such day; the total number of Shares of the Fundeach class, if any, sold recorded by the Transfer Agent as having been issued on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of each class issued and outstanding as of the close of such business day. As soon as is reasonably practicable after such st atement is received by the Fund, the Fund shall confirm the number of Shares of each class issued and outstandingoutstanding contained therein, and may make any necessary corrections, by delivering to the Transfer Agent a Certificate with respect to the same. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in either of the ProspectusProspectus or this Agreement. In the event of conflicting language with respect to such statements, the Prospectus will control. If the Prospectus indicates that certificates for Shares are available available, and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue record the issuance of and mail mail, by not less than first class insured mail, to such shareholder at the address set forth in the records of the Transfer Agent Agent, a Share certificate for any full Shares requested. In addition, the Transfer Agent shall record the issuance of and mail Share requestedCertificates for full Shares requested otherwise than in writing provided such request is in accordance with the Prospectus. 6. As of each Fund Business Day, the Transfer Agent shall furnish furnish, at the Fund with Fund's direction, an advice in writing or, if requested by the Fund, a computer tape, setting forth the number and dollar amount of Shares to be redeemed or purchased on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by The Transfer Agent shall direct the Custodian to transfer moneys to the dividend disbursing/redemption payment account in connection with a redemption of Shares, the Transfer Agent and then shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: law (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a1(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus and the shareholder's instructions with respect thereto (so long as such instructions do not conflict with the Prospectus; ), and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b1(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmissiontape. 8. The Transfer Agent shall not be required to issue any record the issuance of Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of such Shares has been suspended or discontinued, nor shall it be required to record the redemption of any Shares after it has received written notification to such effect from an Officer of the Fund or from an appropriate federal authority. The Fund will supply to the Transfer Agent a Certificate listing the states in which the Fund's shares are qualified for sale, as amended from time to time, and the Transfer Agent shall be entitled will record the issuance of Shares only with respect to rely upon persons or entities having addresses in such written notificationStates. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another account of such accountApproved Institution, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrecttape. (a) 10. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 11 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent reasonably deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various statesif any. The Transfer Agent reserves the right to refuse to transfer or redeem record the redemption of Shares until it is reasonably satisfied that the endorsement on the stock Share certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC pursuant to standards and a program adopted in accordance with Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. The Transfer Agent also reserves the right to refuse to transfer or redeem record the redemption of Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or record redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and or recording redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 1211. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to requireobtain, as a condition to any transfer of any Shares pursuant to paragraph 11 9 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this AgreementArticle, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 10 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges shall accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, each (i) purchase order received from a purchaser, or shareholder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder, whether or not an Approved Institution, or contained in a Certificate, provided that it has received a copy of (A) such purchase order or redemption request, as the case may be, is reasonably believed by the Transfer Agent to be in conformity with the Fund's purchase and redemption procedures described in the Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and (B) the Transfer Agent agrees has agreed to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day act in accordance with such Prospectus. The Fund agrees to provide type of purchase order or redemption request, as the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) dayscase may be. (b) The Transfer Agent also shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record formattape layout package, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, Day the Transfer Agent shall, as of the time at which the Fund computes the its net asset value of the Fundvalue, issue to to, and redeem from from, the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, Day the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund class specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part part, and promptly shall within twenty-four (24) hours orally advise both the Fund and the Approved Institution which supplied such tape of the such discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the The Transfer Agent shall shall, as of each Fund Business Day, as Day specified in a Certificate or resolution described in paragraph 1 of succeeding Article VIV, issue Shares of the Fund a class, based on the net asset value per Share of such Fund class specified in an advice received from the Fund on such Fund Business Day, in connection with a reinvestment of a dividend or distribution on Shares of such class. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund each class (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of each Class sold to the Fund sold Custodian, on such day, day pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund each class redeemed from shareholders by the Transfer Agent Custodian on such day; the total number of Shares of the Fundeach class, if any, sold to the Custodian on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund each class issued and outstanding. On the same day such statement is received by the Fund, the Fund shall confirm the information contained therein by delivering to the Transfer Agent a Certificate with respect to the same. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available available, and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue and mail to such shareholder at the address set forth in the records of the Transfer Agent Agent, a Share certificate for any full Shares requested. In addition, the Transfer Agent shall issue and mail Share requestedcertificates for full Shares requested otherwise than in writing provided (i) such request is in accordance with the Prospectus and (ii) the Transfer Agent has expressly agreed with the Fund to act in accordance with such requests. 6. As of each Fund Business Day, Day the Transfer Agent shall furnish the Fund Custodian with an advice setting forth the number and dollar amount of Shares to be redeemed or purchased on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: law (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a1(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; , and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b1(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmissiontape. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, Agreement the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. Shares which are subject to restriction on transfer or redemption (including, without limitation, Shares acquired pursuant to a restrictive investment representation, Shares held by controlling persons, Shares subject to shareholder's agreements, etc.) other than the general restrictions on the transferability of the Shares described in the Prospectus, may not be transferred or redeemed except upon receipt by the Transfer Agent of an opinion of counsel for the Fund stating that such transfer or redemption is in accordance with applicable law, and may be properly effected. The Transfer Agent shall be entitled to rely upon such opinion and shall be indemnified by the Fund for any transfer or redemption made in reliance upon any such opinion. 11. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record formattape layout package, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrecttape. (a) Except as otherwise provided in subparagraph sub-paragraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates estates, where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock share certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" a member firm of a National Securities Exchange, by a bank or trust company acceptable to the Transfer Agent, or as that term is defined otherwise provided by SEC Rule 17Ad-15regulation of the SEC. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or to redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, including without limitation, any signature guarantees, in connection with a redemption redemption, or transfer transfer, of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 1213. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this AgreementArticle, any documents, including, without limitation, any documents documents, of the kind described in subparagraph sub-paragraph (a) of paragraph 11 12 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmissiontape" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", " shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage storage, or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to into the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld15. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of hereby retains the Transfer Agent continuation of such communications would jeopardize to provide all necessary services to the accuracy and/or integrity Fund with respect to maintaining the books and accounting records of the Fund, coordinating the transfer agent activities with the Fund, pricing the securities of the Fund, calculating its net asset value, coordinating the audit function with the Fund's records on independent accountant, and such other activities as may be agreed to from time to time. The Fund shall pay to the SystemTransfer Agent a fee for providing such services as set forth in Appendix A to this Agreement.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address addres set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. taxes In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the th Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the FundTrust's Prospectus, which Prospectus describes how sales and redemption of Shares shares of the Fund Trust shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares Trust shares on each Fund Trust Business Day in accordance with such Prospectus. The Fund Trust agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) 30 days. (b) The Transfer Agent shall also accept with respect to each Fund Trust Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the FundTrust, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund Trust or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Trust Business Day, the Transfer Agent shall, as of the time at which the Fund Trust computes the net asset value of the FundTrust, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Trust Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund Trust specified in an advice received on such Fund Trust Business Day from the FundTrust. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the FundTrust, the Transfer Agent shall as of each Fund Trust Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VIIV, issue Shares of the Fund Trust based on the net asset value per Share of such Fund Trust specified in an advice received from the Fund Trust on such Fund Trust Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) days. (b) The Transfer Agent shall also accept with respect to the Trust's Shares on each Fund Trust Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the FundTrust, each (i) purchase order received from a purchaser, or shareholder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder or an Approved Institution, or contained in a Certificate, provided that such purchase order or redemption request, as the case may be, is in conformity with the Trust's purchase and redemption procedures described in the Prospectus. (b) The Transfer Agent also shall accept with respect to the Trust's Shares on each Trust Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the Trust, a computer tape or electronic data transmission consistent containing the information set forth in all respects with the Transfer Agent's record format, as amended from time to time, Section 1(a) which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Trust Business Day, the Transfer Agent shall, as of the time at which the Fund Trust computes the its net asset value of value, record the Fundissuance to, issue to and redeem from redemption from, the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmissionwhich, which in accordance with the Prospectus Prospectus, is effective on such Fund Trust Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund class specified in an advice or computer tape received on such Fund Trust Business Day from the FundTrust. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value or number of Shares in excess of the dollar value or number of uncertificated Shares in the specified account, the Transfer Agent shall not effect record such redemption with respect to the available shares in the account in whole or in part part, and shall within twenty-four (24) hours immediately orally advise the Approved Institution which supplied such tape of such discrepancy, with an advice in writing faxed to the discrepancyApproved Institution on that same day and mailed to the Approved Institution on the following day. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the The Transfer Agent shall shall, as of each Fund Trust Business Day, as Day specified in a Certificate or resolution described in paragraph 1 of succeeding Article VIV, issue record the issuance of Shares of the Fund a class, based on the net asset value per Share of such Fund class specified in an advice or computer tape received from the Fund Trust on such Fund Trust Business Day, in connection with a reinvestment of a dividend or distribution on Shares of such class. 4. On each Fund Trust Business Day, the Transfer Agent shall supply the Fund Trust as early as is reasonably practicable with a statement specifying with respect to the immediately preceding Fund Trust Business Day: the total number of Shares of the Fund each class (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of each class recorded by the Fund sold Transfer Agent as having been issued on such day, day pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders each class recorded by the Transfer Agent as having been redeemed on such day; the total number of Shares of the Fundeach class, if any, sold recorded by the Transfer Agent as having been issued on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund each class issued and outstandingoutstanding as of the close of such business day. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements (i.e., confirmations and monthly or quarterly statements, as applicable) as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If either of the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunderthis Agreement. In the event of conflicting language with respect to such statements, the Transfer Agent Prospectus will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requestedcontrol. 6. As of each Fund Trust Business Day, the Transfer Agent shall furnish furnish, at the Fund with Trust's direction, an advice in writing or, if requested by the Trust, a computer tape, setting forth the number and dollar amount of Shares to be redeemed or purchased on such Fund Trust Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by The Transfer Agent shall direct the Custodian to transfer moneys to the dividend disbursing/redemption payment account in connection with a redemption of Shares, the Transfer Agent and then shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: law (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a1(a) of this Article, make payment in accordance with the FundTrust's redemption and payment procedures described in the Prospectus and the shareholder's instructions with respect thereto (so long as such instructions do not conflict with the Prospectus; ), and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b1(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmissiontape. 8. The Transfer Agent shall not be required to issue any record the issuance of Shares after it has received from an Officer of the Fund Trust or from an appropriate federal or state authority written notification that the sale of such Shares has been suspended or discontinued, nor shall it be required to record the redemption of any Shares after it has received written notification to such effect from an Officer of the Trust or from an appropriate federal authority. The Trust will supply to the Transfer Agent a Certificate listing the states in which the Trust's shares are qualified for sale, as amended from time to time, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon will record the issuance of any Shares only with respect to persons or entities having addresses in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares.States 109. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another account of such accountApproved Institution, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrecttape. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, 10. Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent reasonably deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various statesif any. The Transfer Agent reserves the right to refuse to transfer or redeem record the redemption of Shares until it is reasonably satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the FundTrust, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC pursuant to standards and a program adopted in accordance with Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. The Transfer Agent also reserves the right to refuse to transfer or redeem record the redemption of Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or record redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and or recording redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 1211. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to requireobtain, as a condition to any transfer of any Shares pursuant to paragraph 11 9 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this AgreementArticle, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 10 of this Article, to evidence the authority of the person requesting the transfer or the redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of shall follow the Fund's Prospectusprocedures for the issuance, which Prospectus describes how sales redemption and redemption transfer of Shares of the Fund shall be made, and the set forth in this Section 3: a. The Transfer Agent agrees to shall accept purchase orders and redemption requests with respect to Shares on each Fund Business Day business day in accordance with such Prospectusthe most current Prospectus and Statement of Additional Information provided to the Transfer Agent by the Fund pursuant to Section 2 hereof. The Fund agrees to shall provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the purchase and redemption procedures set forth in the Prospectus regarding such purchase and redemption procedureStatement of Additional Information; provided, however, that in no event will shall such advance notice be less than thirty (30) 30 days. (b) The b. If applicable, the Transfer Agent shall also accept with respect to each Fund Business Daybusiness day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institutionservicing agent approved by the Fund ("Servicing Agent"). The Transfer Agent reserves the right to approve, in advance, any Servicing Agent, which approval shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrectunreasonably withheld. 2. c. On each Fund Business Daybusiness day, the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an a written advice received from the Fund on such Fund Business Day from the Fundbusiness day. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) 24 hours orally advise the Approved Institution Servicing Agent which supplied such tape of the discrepancy. 3. d. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Daybusiness day, as specified in a Certificate or resolution described in paragraph 1 certified resolutions of succeeding Article VIthe Fund's Board of Trustees, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an a written advice received from the Fund on such Fund Business Daybusiness day. 4. e. On each Fund Business Daybusiness day, the Transfer Agent shall supply the Fund with a written statement specifying with respect to the immediately preceding Fund Business Daybusiness day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the FundFund issued, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, Section 3d hereof; and the total number of Shares of the Fund issued and outstanding. 5. f. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such written statements as are prescribed by the Federal Securities securities laws applicable to transfer agents the Fund or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records Statement of the Transfer Agent a Share certificate for any full Share requestedAdditional Information. 6. g. As of each Fund Business Daybusiness day, the Transfer Agent shall furnish the Fund with an a written advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Articlebusiness day. 7. h. Upon receipt of a proper redemption request and moneys paid to it by the Custodian Fund's custodian ("Custodian") in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: , (ai) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this ArticleSection 3a hereof, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; Prospectus and Statement of Additional Information, and (bii) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this ArticleSection 3b hereof, make payment by directing a federal funds Federal Funds wire order to the account previously designated by the Approved Institution Servicing Agent specified in said computer tape or electronic data transmission. 8. i. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer officer of the Fund or from an appropriate federal Federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. j. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) k. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this ArticleAgreement, the Transfer Agent shall transfer or redeem Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves shall have the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is are valid and genuine, and for that purpose it will require, unless otherwise instructed in writing by an authorized Officer officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-1517Ad-15 under the 1934 Act. The Transfer Agent shall also reserves have the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it . The Transfer Agent shall incur no liability not be liable for the refusal, in good faith, its refusal to make transfers or redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for Commercial Code or other laws relating to the Simplification transfer of Fiduciary Security Transfers or the Uniform Commercial Codesecurities, as the same may be amended from time to time, applicable to the transfer of securities, and . l. If instructed by the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such lawsshall issue certificates representing Shares ("Certificates"). In no event will the The Fund indemnify shall supply to the Transfer Agent for a sufficient number of blank Certificates and from time to time shall supply additional blank Certificates upon the request of the Transfer Agent. Such blank Certificates shall be signed manually or by facsimile signature by the duly authorized officers of the Fund, and shall bear the corporate seal or facsimile thereof of the Fund. Notwithstanding the death, resignation or removal of any act done by it as officer of the Fund, such executed Certificates bearing the manual or facsimile signature of such officers shall remain valid and may be issued to shareholders until the Fund provides to the Transfer Agent a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its dutieswritten advice to the contrary. The Transfer Agent shall be entitled may issue new Certificates to acceptreplace Certificates represented to have been lost, destroyed or stolen upon receiving an appropriate bond of indemnity satisfactory to the Transfer Agent, and shall be fully protected by the Fund may issue new Certificates in accepting, any request from any entity to carry out any transaction exchange for and upon surrender of mutilated Certificates. Except as otherwise provided in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrarySection 3k hereof, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer issue new Certificates to evidence transfers of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described upon surrender of outstanding Certificates in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed form deemed by the Transfer Agent to be furnished properly endorsed for transfer with all necessary endorser's signatures guaranteed by an Approved Eligible Guarantor Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of shall accept with respect to the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day Day, at such times as are specified in accordance with the Prospectus and at such Prospectus. The Fund agrees other times as are agreed upon from time to provide time by the Transfer Agent and the Fund, each (i) purchase order received from a purchaser, or shareholder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder or an Approved Institution, or contained in a Certificate, provided that such purchase order or redemption request, as the case may be, is in conformity with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such Fund's purchase and redemption procedure; provided, however, that procedures described in no event will such advance notice be less than thirty (30) daysthe Prospectus. (b) The Transfer Agent also shall also accept with respect to the Fund's Shares on each Fund Business Day, at such times as are specified in the Prospectus and at such other times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent containing the information set forth in all respects with the Transfer Agent's record format, as amended from time to time, Section l(a) which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes the its net asset value of value, record the Fundissuance to, issue to and redeem from redemption from, the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmissionwhich, which in accordance with the Prospectus Prospectus, is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund class specified in an advice or computer tape received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect record such redemption in whole or in part part, and shall within twenty-four (24) hours immediately orally advise the Approved Institution which supplied such tape of such discrepancy, with an advice in writing faxed to the discrepancyApproved Institution on that same day and mailed to the Approved Institution on the following day. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the The Transfer Agent shall shall, as of each Fund Business Day, as Day specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue record the issuance of Shares of the Fund a class, based on the net asset value per Share of such Fund class specified in an advice or computer tape received from the Fund on such Fund Business Day, in connection with a reinvestment of a dividend or distribution on Shares of such class. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund as early as is reasonably practicable with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund each class (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of each class recorded by the Fund sold Transfer Agent as having been issued on such day, day pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders each class recorded by the Transfer Agent as having been redeemed on such day; the total number of Shares of the Fundeach class, if any, sold recorded by the Transfer Agent as having been issued on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of each class issued and outstanding as of the close of such business day. As soon as is reasonably practicable after such statement is received by the Fund, the Fund shall confirm the number of Shares of each class issued and outstandingoutstanding contained therein, and may make any necessary corrections, by delivering to the Transfer Agent a Certificate with respect to the same. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in either of the ProspectusProspectus or this Agreement. In the event of conflicting language with respect to such statements, the Prospectus will control. If the Prospectus indicates that certificates for Shares are available available, and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue record the issuance of and mail mail, by not less than first class insured mail, to such shareholder at the address set forth in the records of the Transfer Agent Agent, a Share certificate for any full Shares requested. In addition, the Transfer Agent shall record the issuance of and mail Share requestedCertificates for full Shares requested otherwise than in writing provided such request is in accordance with the Prospectus. 6. As of each Fund Business Day, the Transfer Agent shall furnish furnish, at the Fund with Fund's direction, an advice in writing or, if requested by the Fund, a computer tape, setting forth the number and dollar amount of Shares to be redeemed or purchased on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by The Transfer Agent shall direct the Custodian to transfer moneys to the dividend disbursing/redemption payment account in connection with a redemption of Shares, the Transfer Agent and then shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: law (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus and the shareholder's instructions with respect thereto (so long as such instructions do not conflict with the Prospectus; ), and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmissiontape. 8. The Transfer Agent shall not be required to issue any record the issuance of Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of such Shares has been suspended or discontinued, nor shall it be required to record the redemption of any Shares after it has received written notification to such effect from an Officer of the Fund or from an appropriate federal authority. The Fund will supply to the Transfer Agent a Certificate listing the states in which the Fund's shares are qualified for sale, as amended from time to time, and the Transfer Agent shall be entitled will record the issuance of Shares only with respect to rely upon persons or entities having addresses in such written notificationStates. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another account of such accountApproved Institution, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrecttape. (a) 10. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 11 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent reasonably deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various statesif any. The Transfer Agent reserves the right to refuse to transfer or redeem record the redemption of Shares until it is reasonably satisfied that the endorsement on the stock Share certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC pursuant to standards and a program adopted in accordance with Rule 17Ad-1517A-15 under the Securities Exchange Act of 1934. The Transfer Agent also reserves the right to refuse to transfer or redeem record the redemption of Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or record redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and or recording redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 1211. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to requireobtain, as a condition to any transfer of any Shares pursuant to paragraph 11 9 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this AgreementArticle, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 10 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of shall follow the Fund's Prospectusprocedures for the issuance, which Prospectus describes how sales redemption and redemption transfer of Shares of the Fund shall be made, and the set forth in this Section 3: a. The Transfer Agent agrees to shall accept purchase orders and redemption requests with respect to Shares on each Fund Business Day Trust business day in accordance with such Prospectusthe most current Prospectus and Statement of Additional Information provided to the Transfer Agent by the Trust pursuant to Section 2 hereof. The Fund agrees to Trust shall provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the purchase and redemption procedures set forth in the Prospectus regarding such purchase Prospectuses and redemption procedureStatements of Additional Information; provided, however, that in no event will shall such advance notice be less than thirty (30) 30 days. (b) The b. If applicable, the Transfer Agent shall also accept with respect to each Fund Business DayTrust business day, at such times as are agreed upon from time to time by the Transfer Agent and the FundTrust, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institutionservicing agent approved by the Trust ("Servicing Agent"). The Transfer Agent reserves the right to approve, in advance, any Servicing Agent, which approval shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrectunreasonably withheld. 2. c. On each Fund Business DayTrust business day, the Transfer Agent shall, as of the time at which the Fund Trust computes the net asset value of the Fundeach Fund and class of shares, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an a written advice received from the Trust on such Fund Business Day from the FundTrust business day. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) 24 hours orally advise the Approved Institution Servicing Agent which supplied such tape of the discrepancy. 3. d. In connection with a reinvestment of a dividend or distribution of Shares of the a Fund, the Transfer Agent shall as of each Fund Business DayTrust business day, as specified in a Certificate or resolution described in paragraph 1 certified resolutions of succeeding Article VIthe Fund's Board of Trustees, issue Shares of the applicable Fund based on the net asset value per Share of such Fund specified in an a written advice received from the Fund Trust on such Fund Business DayTrust business day. 4. e. On each Fund Business DayTrust business day, the Transfer Agent shall supply the Fund Trust with a written statement specifying with respect to the immediately preceding Fund Business DayTrust business day: the total number of Shares of the each Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the FundFund issued, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, Section 3d hereof; and the total number of Shares of the Fund issued and outstanding. 5. f. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such written statements as are prescribed by the Federal Securities securities laws applicable to transfer agents the Fund or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records Statement of the Transfer Agent a Share certificate for any full Share requestedAdditional Information. 6. g. As of each Fund Business DayTrust business day, the Transfer Agent shall furnish the Fund Trust with an a written advice setting forth the number and dollar amount of Shares of each Fund to be redeemed on such Fund Business Day in accordance with paragraph 2 of this ArticleTrust business day. 7. h. Upon receipt of a proper redemption request and moneys paid to it by the Custodian Trust's custodian ("Custodian") in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: , (ai) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this ArticleSection 3a hereof, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; applicable Prospectus and Statement of Additional Information, and (bii) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this ArticleSection 3b hereof, make payment by directing a federal funds Federal Funds wire order to the account previously designated by the Approved Institution Servicing Agent specified in said computer tape or electronic data transmission. 8. i. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer officer of the Fund Trust or from an appropriate federal Federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. j. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) k. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this ArticleAgreement, the Transfer Agent shall transfer or redeem Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves shall have the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is are valid and genuine, and for that purpose it will require, unless otherwise instructed in writing by an authorized Officer officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-1517Ad-15 under the 1934 Act. The Transfer Agent shall also reserves have the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it . The Transfer Agent shall incur no liability not be liable for the refusal, in good faith, its refusal to make transfers or redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for Commercial Code or other laws relating to the Simplification transfer of Fiduciary Security Transfers or the Uniform Commercial Codesecurities, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected . l. If instructed by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contraryTrust, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of issue certificates representing Shares whenever ("Certificates"). The Trust shall supply to the Transfer Agent reasonably believes that requiring a sufficient number of blank Certificates and from time to time shall supply additional blank Certificates upon the same would request of the Transfer Agent. Such blank Certificates shall be inconsistent with signed manually or by facsimile signature by the transfer duly authorized officers of the Trust, and redemption procedures as described in shall bear the Prospectus. 12corporate seal or facsimile thereof of the Trust. Notwithstanding the death, resignation or removal of any provision contained in this Agreement officer of the Trust, such executed Certificates bearing the manual or facsimile signature of such officers shall remain valid and may be issued to shareholders until the Trust provides to the Transfer Agent a written advice to the contrary. The Transfer Agent may issue new Certificates to replace Certificates represented to have been lost, destroyed or stolen upon receiving an appropriate bond of indemnity satisfactory to the Transfer Agent, and may issue new Certificates in exchange for and upon surrender of mutilated Certificates. Except as otherwise provided in Section 3k hereof, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, issue new Certificates to evidence transfers of Shares upon surrender of outstanding Certificates in the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed form deemed by the Transfer Agent to be furnished properly endorsed for transfer with all necessary endorser's signatures guaranteed by an Approved Eligible Guarantor Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding.and 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission.taxes 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect.such (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.Networking

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectusprospectus(es) and statement(s) of additional information, which Prospectus describes prospectus(es) and statement(s) of additional information described how sales and redemption of Shares shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares the Fund shares on each Fund Business Day in accordance with such Prospectusprospectus(es) and statement(s) of additional information; provided, however, that the Transfer Agent shall only accept purchase orders from states in which the shares of the Fund are registered. The Fund shall provide the Transfer Agent with a listing of the states in which the shares of the Fund are registered on a periodic basis. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus prospectus(es) and statement(s) of additional information regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) 30 days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record formattape layout package, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, Day the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmissiontape, which in accordance with the Prospectus Prospectus(es) is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from form the Fund on such Fund Business Day. 4. On each Fund Business Day, Day the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents and Section 8-408 of the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts or as described in the ProspectusProspectus(es). If the Prospectus Prospectus(es) indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares Fund shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) 30 days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, Day the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, Day the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges shall accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, each (i) purchase order received from a purchaser, or share- holder, whether or not an Approved Institution, and (ii) redemption request either received from a shareholder, whether or not an Approved Institution, or contained in a Certificate, provided, that it has received a copy of (A) such purchase order or redemption request, as the case may be, is reasonably believed by the Transfer Agent to be in conformity with the Fund's purchase and redemption procedures described in the Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and (B) the Transfer Agent agrees has agreed to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day act in accordance with such Prospectus. The Fund agrees to provide type of purchase order or redemption request, as the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) dayscase may be. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record formattape layout package, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, Day the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fundeach Series, issue to to, and redeem from from, the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, Day the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund Series specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part part, and shall within twenty-four (24) hours orally advise both the Fund and the Approved Institution which supplied such tape of the such discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of shall follow the Fund's Prospectusprocedures for the issuance, which Prospectus describes how sales redemption and redemption transfer of Shares of the Fund shall be made, and the set forth in this Section 3: a. The Transfer Agent agrees to shall accept purchase orders and redemption requests with respect to Shares on each Fund Business Day business day in accordance accor- dance with such Prospectusthe most current Prospectus and Statement of Additional In- formation provided to the Transfer Agent by the Fund pursuant to Sec- tion 2 hereof. The Fund agrees to shall provide the Transfer Agent with sufficient suffi- cient advance notice to enable the Transfer Agent to effect any changes in the purchase and redemption procedures set forth in the Prospectus regarding such purchase and redemption procedureStatement of Additional Information; provided, however, that in no event will shall such advance notice be less than thirty (30) 30 days. (b) The b. If applicable, the Transfer Agent shall also accept with respect to each Fund Business Daybusiness day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic elec- tronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is reason- ably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institutionservicing agent approved by the Fund Servicing Agent. The Transfer Agent reserves the right to approve, in advance, any Servicing Agent, which approval shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrectunreasonably withheld. 2. c. On each Fund Business Daybusiness day, the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified specific in a purchase order, redemption request re- quest, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate appropri- ate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an a written advice received from the Fund on such Fund Business Day from the Fundbusiness day. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) 24 hours orally advise the Approved Institution Ser- vicing Agent which supplied such tape of the discrepancy. 3. d. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Daybusi- ness day, as specified in a Certificate or resolution described in paragraph 1 certified resolutions of succeeding Article VIthe Fund's Board of Trustees, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an a written advice received from the Fund on such Fund Business Daybusiness day. 4. e. On each Fund Business Daybusiness day, the Transfer Agent shall supply the Fund with a written statement specifying with respect to the immediately immedi- ately preceding Fund Business Daybusiness day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening open- ing of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the FundFund issued, if any, sold on such day pursuant pur- suant to the preceding paragraph 3 of this Article, Section 3d hereof; and the total number of Shares of the Fund issued and outstanding. 5. f. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such written statements as are prescribed pre- scribed by the Federal Securities securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records Statement of the Transfer Agent a Share certificate for any full Share requestedAdditional Informa- tion. 6. g. As of each Fund Business Daybusiness day, the Transfer Agent shall furnish the Fund with an a written advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Articlebusiness day. 7. h. Upon receipt of a proper redemption request and moneys paid to it by the Custodian Fund's custodian ("Custodian") in connection with a redemption redemp- tion of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: , (ai) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this ArticleSection 3a hereof, make payment in accordance with the Fund's redemption and payment procedures described de- scribed in the Prospectus; Prospectus and Statement of Additional Information, and (bii) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this ArticleSection 3b hereof, make payment by directing a federal Federal funds wire order to the account previously previ- ously designated by the Approved Institution Servicing Agent specified in said computer tape or electronic data transmission. 8. i. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer officer of the Fund or from an appropriate federal appropri- ate Federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. j. Upon the issuance of any Shares in accordance with this AgreementAgree- ment, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) k. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this ArticleAgreement, the Transfer Agent shall transfer or redeem Shares will be transferred or redeemed upon presentation to the Transfer Trans- fer Agent of Share certificates or instructions properly endorsed for transfer or redemptionredemp- tion, accompanied by such documents as the Transfer Agent deems necessary neces- sary to evidence the authority of the person making such transfer or of redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves shall have the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is are valid and genuine, and for that purpose it will require, unless otherwise instructed in writing by an authorized Officer officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15l7Ad-15 under the 1934 Act. The Transfer Agent shall also reserves have the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally xx- xxxxx authorized, and it . The Transfer Agent shall incur no liability not be liable for the refusal, in good faith, its re- fusal to make transfers or redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for Commercial Code or other laws relating to the Simplification transfer of Fiduciary Security Transfers or the Uniform Commercial Codesecurities, as the same may be amended from time to time, applicable to the transfer of securities, and . l. If instructed by the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such lawsshall issue cer- tificates representing Shares ("Certificates"). In no event will the The Fund indemnify shall supply to the Transfer Agent for a sufficient number of blank Certificates and from time to time shall supply additional blank Certificates upon the request of the Transfer Agent. Such blank Certificates shall be signed manually or by facsimile signature by the duly authorized officers of the Fund, and shall bear the seal or facsimile thereof of the Fund. Notwithstanding the death, resignation or removal of any act done by it as officer of the Fund, such executed Certificates bearing the manual or facsimile signature of such officers shall remain valid and may be issued to shareholders until the Fund provides to the Transfer Agent a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its dutieswritten advice to the contrary. The Transfer Agent shall be entitled may issue new Certificates to acceptreplace Certificates represented to have been lost, destroyed or stolen upon receiving an appropriate bond of indemnity satisfactory to the Transfer Agent, and shall be fully protected by the Fund may issue new Certificates in accepting, any request from any entity to carry out any transaction exchange for and upon surrender of mutilated Certificates. Except as otherwise provided in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrarySection 3k hereof, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer issue new Certificates to evidence transfers of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described upon surrender of outstanding Certifi- xxxxx in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed form deemed by the Transfer Agent to be furnished properly endorsed for transfer with all necessary endorser's signatures guaranteed by an Approved Eligible Guarantor Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the each Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day in accordance with such Prospectus. The Fund Trust agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the FundTrust, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund Trust or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund Trust computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the FundTrust. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the FundTrust, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund Trust on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund Trust with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities federal securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund Trust with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(al (a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund Trust or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the FundTrust, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund Trust in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund Trust in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund the Trust only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the FundTrust. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the FundTrust's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) 1. The Transfer Agent acknowledges that it has received a copy of the FundCompany's ProspectusProspectuses with respect to its currently authorized Funds and Classes of Shares, which Prospectus describes Prospectuses describe how sales and redemption of Shares of the Fund Company shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Company Shares on each Fund Company Business Day in accordance with such ProspectusProspectuses. The Fund Company agrees to provide notify the Transfer Agent with sufficient advance notice to enable as soon as possible under the Transfer Agent to effect circumstances of any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) daysprocedures. (b) The 2. On each Company Business Day, a duly authorized officer or employee of the Transfer Agent shall also accept with respect furnish the following information by telephone call to each Fund Business Day, at an Officer of the Company or by such times other form to such other person as are shall be agreed upon from time to time by the Transfer Agent Company and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format: (a) The total dollar amount to be applied to the purchase of Shares of each Class or Fund on such day, computed by aggregating the amount so specified in such of the purchase orders described in paragraph 1 of this Article IV with respect to which payment has been, or will (b) The total dollar amount of Shares of each Class or Fund to be redeemed on such day, computed by aggregating the amount so specified in (i) such of the redemption requests described in paragraph 1 of this Article IV with respect to which the amount payable as amended from time to timeredemption proceeds has been, which is believed or will be, charged by the Transfer Agent Custodian on such day, and (ii) all computer tapes described in paragraph 2(a) of this Article IV with respect to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to which the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agentamount payable as redemption proceeds has been, or if any of will be, charged by the information Custodian on such tape or transmission is found to be incorrectday. 23. On each Fund Company Business Day, the Transfer Agent shall, as of the time at which the Fund Company computes the net asset value of each Class or Fund of the FundCompany, issue to and redeem from the shareholder accounts specified in a purchase order, redemption request or computer tape or electronic data transmissiontape, which in accordance with the Prospectus Prospectuses is effective on such Fund Company Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Class or Fund specified in an advice received on such Fund Company Business Day from the FundCompany or the Company Accountant. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 34. In connection with a reinvestment of a dividend or distribution of on Shares of any Class or Fund of the FundCompany, the Transfer Agent shall shall, as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.Company

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectusprospectus(es) and statement(s) of additional information, which Prospectus describes prospectus(es) and statement(s) of additional information described how sales and redemption of Shares shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with with, respect to Shares the Fund shares on each Fund Business Day in accordance with such Prospectusprospectus(es) and statement(s) of additional information; provided, however, that the Transfer Agent shall only accept purchase orders from states in which the shares of the Fund are registered. The Fund shall provide the Transfer Agent with a listing of the states in which the shares of the Fund are registered on a periodic basis. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus prospectus(es) and statement(s) of additional information regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) 30 days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record formattape layout package, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, Day the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmissiontape, which in accordance with the Prospectus Prospectus(es) is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from form the Fund on such Fund Business Day. 4. On each Fund Business Day, Day the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents and Section 8-408 of the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts or as described in the ProspectusProspectus(es). If the Prospectus Prospectus(es) indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy shall follow the procedures for the issuance, redemption and transfer of the Fund's Prospectus, which Prospectus describes how sales and redemption of Fund Shares of the Fund shall be made, and the set forth in this Section 3: a. The Transfer Agent agrees to shall accept purchase orders and redemption requests with respect to Fund Shares on each Fund Business Day business day in accordance with such Prospectusthe current Fund Prospectus and Statement of Additional Information provided to the Transfer Agent by the Trust pursuant to Section 2 hereof. The Fund agrees to Trust shall provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the purchase and redemption procedures set forth in the Fund Prospectus regarding such purchase and redemption procedureStatement of Additional Information; provided, however, that in no event will shall such advance notice be less than thirty (30) 30 days. (b) The b. If applicable, the Transfer Agent shall also accept be sent, with respect to each Fund Business Daybusiness day, at such times as are agreed upon from time to time by the Transfer Agent and the FundTrust, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as it may be amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institutionservicing agent approved by the Trust ("Servicing Agent"). The Transfer Agent reserves the right to approve, in advance, any Servicing Agent, which approval shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrectunreasonably withheld. 2. c. On each Fund Business Daybusiness day, the Transfer Agent shall, as of the time at which of the Fund computes computation of the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Fund Shares based on the net asset value per Fund Share of such Fund specified in an a written advice received with respect to the Fund on such Fund Business Day from the Fundbusiness day. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Fund Shares in excess of the dollar value of uncertificated Fund Shares in the specified account, the Transfer Agent shall not effect such redemption redemption, in whole or in part part, and shall within twenty-four (24) 24 hours orally advise the Approved Institution Servicing Agent which supplied such tape of the discrepancy. 3. d. In connection with a reinvestment of a dividend or distribution of on Shares of the Fund, the Transfer Agent shall as of each Fund Business Daybusiness day, as specified in a Certificate or resolution described in paragraph 1 certified resolutions of succeeding Article VIthe Fund's Board of Trustees, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an a written advice received from the Trust with respect to the Fund on such Fund Business Daybusiness day. 4. e. On each Fund Business Daybusiness day, the Transfer Agent shall supply the Fund Trust with respect to the Fund, with a written statement specifying with respect to the immediately preceding Fund Business Daybusiness day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the FundFund issued, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, Section 3d hereof; and the total number of Shares of the Fund issued and outstanding. 5. f. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such written statements as are prescribed by the Federal Securities securities laws applicable to transfer agents or as described in the Prospectus. If the Fund Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records Statement of the Transfer Agent a Share certificate for any full Share requestedAdditional Information. 6. g. As of each Fund Business Daybusiness day, the Transfer Agent shall furnish the Fund Trust with an a written advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Articlebusiness day. 7. h. Upon receipt of a proper redemption request and moneys paid to it by the Custodian Fund's custodian ("Custodian") in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: , (ai) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this ArticleSection 3a hereof, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; Fund's Prospectus and Statement of Additional Information, and (bii) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this ArticleSection 3b hereof, make payment by directing a federal Federal funds wire order to the account previously designated by the Approved Institution Servicing Agent specified in said computer tape or electronic data transmission. 8. i. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer officer of the Fund Trust or from an appropriate federal Federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. j. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Fund Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) k. Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this ArticleAgreement, the Transfer Agent shall transfer or redeem Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves shall have the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is are valid and genuine, and for that purpose it will require, unless otherwise instructed in writing by an authorized Officer officer of the FundTrust, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-1517Ad-15 under the 1934 Act. The Transfer Agent shall also reserves have the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it . The Transfer Agent shall incur no liability not be liable for the refusal, in good faith, its refusal to make transfers or redemptions which the Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for Commercial Code or other laws relating to the Simplification transfer of Fiduciary Security Transfers or the Uniform Commercial Codesecurities, as the same may be amended from time to time, applicable to . l. If instructed by the transfer of securities, and the Fund shall indemnify Trust the Transfer Agent for any act done or omitted by it in good faith in reliance upon such lawsshall issue certificates representing Shares ("Certificates"). In no event will the Fund indemnify The Trust shall supply to the Transfer Agent for a sufficient number of blank Fund Share Certificates and, from time to time, shall supply additional blank Certificates upon the request of the Transfer Agent. Such blank Certificates shall be signed manually or by facsimile signature by the duly authorized officers of the Trust, and shall bear the corporate seal or facsimile thereof of the Trust. Notwithstanding the death, resignation or removal of any act done by it as officer of the Trust, such executed Certificates bearing the manual or facsimile signature of such officers shall remain valid and may be issued to shareholders until the Trust provides to the Transfer Agent a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its dutieswritten advice to the contrary. The Transfer Agent shall be entitled may issue new Certificates to acceptreplace Certificates represented to have been lost, destroyed or stolen upon receiving an appropriate bond of indemnity satisfactory to the Transfer Agent, and shall be fully protected by the Fund may issue new Certificates in accepting, any request from any entity to carry out any transaction exchange for and upon surrender of mutilated Certificates. Except as otherwise provided in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrarySection 3k hereof, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer issue new Certificates to evidence transfers of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described upon surrender of outstanding Certificates in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed form deemed by the Transfer Agent to be furnished properly endorsed for transfer with all necessary endorser's signatures guaranteed by an Approved Eligible Guarantor Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of Shares shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares Fund shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) 30 days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, Day the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, Day the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from shareholders Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund redeemed from Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary)countersign, issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.

ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. (a) The Transfer Agent acknowledges that it has received a copy of the each Fund's Prospectus, which Prospectus describes how sales and redemption of Shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Shares on each Fund Business Day in accordance with such Prospectus. The Fund Trust agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than thirty (30) days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund Trust or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day, the Transfer Agent shall, as of the time at which the Fund Trust computes the net asset value of the each Fund, issue to and redeem from the accounts specified in a purchase order, redemption request or computer tape or electronic data transmission, which which, in accordance with the Prospectus Prospectus, is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four (24) hours orally advise the Approved Institution which that supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the a Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day, the Transfer Agent shall supply the Fund Trust with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the each Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the each Fund sold on such day, pursuant to the preceding paragraph 2 of this Article; the total number of Shares of the each Fund redeemed from shareholders by the Transfer Agent on such day; the total number of Shares of the each Fund, if any, sold on such day pursuant to the preceding paragraph 3 of this Article, and the total number of Shares of the each Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign (if necessary), issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day, the Transfer Agent shall furnish the Fund Trust with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law: (a) in the case of a redemption of Shares pursuant to a redemption described in the preceding paragraph l(a) of this Article, make payment in accordance with the each Fund's redemption and payment procedures described in the each Fund's Prospectus; and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in the preceding paragraph l(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund Trust or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund Trust in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund Trust or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. (a) Except as otherwise provided in subparagraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the FundTrust, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized Officer of the FundTrust, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which that the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund Trust shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws. In no event will the Fund Trust indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. The Transfer Agent shall be entitled to accept, and shall be fully protected by the Fund Trust in accepting, any request from any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the National Securities Clearing Corporation ("NSCC") (including, but not limited to, Networking and FundServ). Any such entity shall constitute an Approved Institution as defined herein. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall be fully protected by the Fund Trust in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption or transfer of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this Agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in subparagraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Article. (a) As used in this Agreement, the terms "computer tape or electronic data transmission" and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution", ," shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund Trust only if the information reflected thereon was input to the System at such times as are agreed upon from time to time by the Transfer Agent and the FundTrust. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution; such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund Trust when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System.