Common use of Matters Regarding BNY Mellon Clause in Contracts

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to each (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts), and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (l) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to each (bc) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around. (cd) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review (df) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts), and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (l) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the services listed on Schedule I and any SLDs attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewreview such reforms and negotiate in good faith any related new services or increases in the scope of services provided under this Agreement as may be mutually agreed upon by the parties. Additionally, BNY Mellon shall use commercially reasonable efforts to develop modifications to the method of delivery of services provided hereunder and to the systems utilized in connection therewith to keep pace with prevailing industry practices for its fund accounting clients generally. In the event that a new or revised regulatory requirement becomes applicable to a Fund that requires a change to the services provided under this Agreement or an increase in the scope of the services provided hereunder or BNY Mellon is otherwise proposing a change to or an increase in the scope of the services provided to its fund accounting clients generally, including a change to keep pace with prevailing market practices, BNY Mellon shall provide a commercially reasonable proposal to the Fund in writing setting forth the terms applicable to such change or increase in scope and BNY Mellon and the Fund shall negotiate in good faith with respect to each such change or increase. BNY Mellon shall not be obligated to provide any new service or increase in the scope of services hereunder unless and until the parties have agreed to the terms applicable to such new service or increase in scope. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, so long as the selection of the applicable third party service provider was made in good faith and did not involve any BNY Mellon Misconduct, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts), and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shallshall not be responsible for, under any duty to inquire into (except as expressly required pursuant to the SLDs), or deemed to make any assurances with respect to, the accuracy or completeness of such information as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (f) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. BNY Mellon will notify the Fund when bid, offer or market values for a security are not available to BNY Mellon and such Fund shall then furnish BNY Mellon with bid, offer or market values for such security as applicable. At any time and from time to time, the Fund also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. In connection therewith, BNY Mellon shall at no time be required or obligated to commence or maintain any subscriptions to any securities pricing or similar service but may be required to utilize a pricing or similar service if required by TRP or the Fund’s Board pursuant to an agreement between the Fund or TRP and the securities pricing service vendor. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund and such Fund’s Valuation Committee. Notwithstanding the foregoing, BNY Mellon shall use commercially reasonable efforts to notify the Fund of events, announcements, issuer information, or other market news of which it becomes aware for consideration by the Fund’s Valuation Committee. (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to written confidentiality, security and data protection obligations with respect to such information at least as restrictive as those set forth in this Agreement and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. Notwithstanding the foregoing, the BNY Mellon Group may use data regarding the Fund collected and/or calculated by the BNY Mellon Group in the course of providing the services under this Agreement and may use such data for the purpose of measuring and monitoring its performance of services to its customers, including the Fund, and for the further purpose of seeking to improve the quality and/or reduce the cost of providing such services. The BNY Mellon Group may also aggregate data regarding the Fund collected and/or calculated by the BNY Mellon Group in the course of providing the services under this Agreement with other similar data regarding other customers and may use such aggregated data in regulatory reports and/or in materials prepared for BNY Mellon shareholders, other clients or potential clients (i.e., aggregate assets under administration, total number of funds, total number of NAVs calculated or transactions processed and similar types of information); provided, however, that all such aggregated data shall be anonymized in connection with such aggregation, and provided further, however, that BNY Mellon shall not aggregate or use (other than in connection with performing the services pursuant to this Agreement or as specifically permitted in the preceding parenthetical) non-public securities trading information, information regarding individual securities transactions or positions or information regarding the valuation of individual securities without the Fund’s prior written consent. BNY Mellon will own all such aggregated data. In the event that the BNY Mellon Group desires to aggregate the Fund’s data for the purpose of products offered to the BNY Mellon Group’s clients, BNY Mellon will provide a proposal to the Fund in writing setting forth the data that the BNY Mellon Group desires to aggregate and the proposed use of the aggregated data, and the BNY Mellon Group will not aggregate and/or use such aggregated data in such manner without the Fund’s prior written consent. (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (l) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.mor

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, the Administrator and the provisions of this Agreement, BNY Mellon shall provide with respect to eacheach Trust the administrative services and the valuation and computation services listed on Schedule I hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, Trust or distribution of shares of any Fund Trust or any other services normally performed by the FundsTrusts’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Administrator, a Fund Trust or any other person, and each Fund the Administrator acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new a Trust, unless the Administrator and BNY Mellon expressly agree in writing to any such increase in the scope of services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review. (d) Each Fund shall, and The Administrator shall use commercially reasonable efforts to cause its each Trust’s officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund Trust as is within the possession or knowledge of such persons, and which in the reasonable opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereundercontemplated in this Agreement. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Administrator or a Trust to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Administrator when acting in reliance upon such information, documents or as otherwise instructed by an Authorized Personadvice relating to such Trust. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Administrator, a FundTrust, or by any affiliate of such Fund Trust or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized orTrust. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Administrator shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund Trust liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall is not be required to include as Fund Trust liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant (1) unless BNY Mellon in an agreement separate from this Agreement has specifically agreed in writing to the SLDs do so or (2) unless the Fund Administrator shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Administrator shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Administrator that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Administrator directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs Administrator also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to unilaterally adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Administrator. (f) BNY Mellon may request Instructions from an Authorized Person with respect to any matter arising in connection with BNY Mellon’s performance of services hereunder for the Administrator, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such request specifying the action to be taken or omitted. (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize non-Trust shareholder facing functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Administrator consents to the disclosure of and authorizes BNY Mellon to disclose information relating to the subject matter of this Agreement (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to reasonable confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Administrator and each Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Trust. (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel.[Intentionally omitted] (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation not specifically set forth in this Agreement shall be implied against BNY Mellon in connection with this Agreement. (j) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, and documentation furnished to it by the Administrator or a Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Trust’s or Portfolio’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Trust Shares effected by or on behalf of a Trust. In the event BNY Mellon’s computations contemplated in this Agreement rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a third party service utilized, or subscribed to, by BNY Mellon, and which third party service BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon is not required to inquire into any valuation of securities or other assets by the Administrator, a Trust or any third party described in this sub-section (j) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall is not be responsible for determining whether any interest accruable to a Fund Trust is or will be actually paid, but will accrue such interest until otherwise instructed by such Fundthe Administrator. In addition, BNY Mellon will notify the Administrator if interest payments or other anticipated payments are not received. (l) BNY Mellon shall enter into not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, failure of the mails or communications services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation reasonably deemed necessary by BNY Mellon in the performance of its duties under this Agreement (for clarity, this sentence does not negate liability for entities which BNY Mellon has under Sections 14(b)(ii), 14(b)(iii) and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use 14(b)(iv) below). (m) BNY Mellon has implemented and will continue to implement business continuity and disaster recovery plans designed to minimize interruptions of electronic data processing equipment service and ensure recovery of systems and applications used to provide the services under this Agreement. Such business approved plans will cover the facilities, systems, applications and employees that are critical to the extent appropriate equipment is availableprovision of the services under this Agreement, and will be tested at least annually to validate that the recovery strategies, requirements and protocols are viable and sustainable. BNY Mellon will, upon request from the Administrator, provide to the Administrator such publicly available information regarding the aforementioned business continuity and disaster recovery plans as BNY Mellon generally provides to other clients. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable FundAdministrator, take reasonable steps to minimize service interruptions. BNY Mellon shall have no interruptions (for clarity, this sentence does not negate liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during entities which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(vhas under Sections 14(b)(ii), or (ii14(b)(iii) TRP ceases to provide in all material respects, prior to the date that is two (2and 14(b)(iv) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”below); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each the Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services under this Agreement relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any Fund the Fund, maintenance of the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors auditor and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the reasonable opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund, except where such loss, damage or expense is related to BNY Mellon’s negligence, willful misconduct, reckless disregard of its obligations or duties hereunder or bad faith. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service unless such securities pricing vendors are mutually agreed to by parties hereto in advance. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, except in accordance with Instructions from an Authorized Person, it being agreed that all such determinations and considerations shall be solely for the Fund. Notwithstanding the foregoing, BNY Mellon shallshall provide a high-level check on the reliability of the pricing information received from securities pricing vendors by performing tolerance verification steps as may be mutually agreed upon in writing from time to time between the parties hereto. (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel apply to an Authorized Person of the appropriate Fund, at such Fund’s expense, and shall be fully protected Fund for Instructions with respect to anything done any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith and without BNY Mellon Misconduct negligence, reckless disregard of its obligations or duties hereunder or willful misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon Instructions. Such application for Instructions shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature provided within a reasonable period of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect time depending on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under prior to the proposed action, which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividendexceed ten (10) days, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon and shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (l) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement date on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for and/or after which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period action shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.be

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fundthe Trust’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Trust the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’ financial records or other services normally performed by the Funds’ respective Trust’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund the Trust acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new a Fund, unless the Trust and BNY Mellon expressly agree in writing to any such increase in the scope of services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review. (d) Each Fund shall, and The Trust shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund the Trust as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Trust or a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Trust when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Trust. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Trust, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund the Trust or by any other third party service provider to such Fundthe Trust. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Trust, or its designee, shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value; provided, however, and for the avoidance of doubt, BNY Mellon shall perform such tax services as are specified in Schedule I subject to the terms of this Agreement. In the event The Trust, or its designee, shall also use commercially reasonable efforts to furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Trust that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. Without limiting the Fund directs BNY Mellon to utilizeimmediately preceding sentence, BNY Mellon shallshall at no time be required or obligated to commence or maintain utilization of, or subscriptions to, any securities pricing or similar service, even if so requested by the Trust. At any time and from time to time, the Trust, or its designee, also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall not, under any circumstances, be required to determine, or have any obligations with respect to determining, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may request Instructions from any Authorized Person of the Trust with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Trust, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such request for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action reasonably taken or omitted to be taken in accordance with a proposal included in any such request on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such request specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (hi) the Trust consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may consult store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with counsel other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without contrary the BNY Mellon Misconduct Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in accordance a format that identifies Customer-Related Data with a particular Fund. The Trust confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the advice or opinion of such Fund counselCentralized Functions does not violate any relevant data protection legislation. (i) BNY Mellon shall be responsible for determining [Reserved.] (j) Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Trust or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fundthe Trust. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request's own intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, the Administrator and the provisions of this Agreement, BNY Mellon shall provide with respect to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing the services hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares Shares, maintenance of any Fund the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Administrator, the Fund or any other person, and each Fund the Administrator acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Administrator and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each Fund shall, and The Administrator shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Administrator or the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Administrator when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Administrator, the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Administrator shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation reasonably deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. The Administrator shall also furnish BNY Mellon with bid, offer or market values of securities if BNY Mellon notifies the Administrator that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Administrator directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Administrator also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Administrator. (g) BNY Mellon may apply to an Authorized Person for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Administrator, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions, including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Notwithstanding anything contained elsewhere in this Agreement, solely in connection with the Centralized Functions and in compliance with all applicable laws, including data protections laws, (i) the Administrator consents to the disclosure of, and authorizes BNY Mellon to disclose, information regarding the Administrator, the Fund and any accounts established and maintained in connection with this Agreement (“Customer- Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations substantially similar to the confidentiality obligations elaborated in this Agreement with respect to such information and (ii) BNY Mellon may store the names and business addresses of the Administrator’s and Fund’s employees on the systems or in the records of the BNY Mellon Group or its service providers. In addition and in compliance with all applicable laws, including data protections laws, BNY Mellon Group may aggregate and anonymize Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies or links Customer-Related Data with the Administrator, the Fund, or which in any manner could be reverse engineered to identify the Administrator or the Fund, BNY Mellon being liable for any direct damages associated with any such identification of Customer-Related Data. For the avoidance of doubt, Customer-Related Data shall not include personally identifiable information of any Subscriber (unless such Subscriber is an employee of the Administrator or Fund). In addition, BNY Mellon may disclose Customer-Related Data as required by law or at the request of any governmental or regulatory authority; provided, however, that, to the extent legally permissible, BNY Mellon shall make reasonable efforts to provide the Administrator with written notice prior to making any such disclosure. (i) BNY Mellon may, with respect to questions of law specifically regarding the Administrator, the Fund or this Agreement, obtain the advice of competent external counsel at BNY Mellon’s sole expense and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice; provided that, and notwithstanding any advice to the contrary, any action taken by BNY Mellon must be consistent with BNY Mellon’s rights and responsibilities under this Agreement. (j) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. BNY Mellon is solely responsible for processing such securities, as identified by the Administrator or its Authorized Persons, in accordance with U.S. tax laws and regulations. (k) BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I attached hereto, and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Administrator or the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Shares effected by or on behalf of the Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Administrator directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubtreliable, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of for, under any Fund level distribution or dividendduty to inquire into, or the effect under deemed to make any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election assurances with respect thereto. (j) Subject to to, the terms accuracy or completeness of Section 2such information. Without limiting the generality of the foregoing, BNY Mellon shall have no duties not be required to inquire into any valuation of securities or responsibilities whatsoever except such duties and responsibilities as are specifically set forth other assets by the Fund or any third party described in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against sub-section (l) even though BNY Mellon in connection with performing services similar to the services provided pursuant to this AgreementAgreement for others may receive different valuations of the same or different securities of the same issuers. (km) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fundthe Administrator. (ln) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by the Administrator. Neither BNY Mellon nor the Administrator shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by natural disasters, fire, acts of God, strikes or other labor disputes, work stoppages, acts of war or terrorism, general civil unrest, epidemics, disease, act of any government, governmental authority or police or military authority, declared state of emergency, the interruption, loss or malfunction of utilities or transportation, communications or computer systems, or any other similar events beyond its reasonable control; it being understood that BNY Mellon or the Administrator, as the case may be, shall use their best efforts to resume performance as soon as practicable under the circumstances. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable FundAdministrator, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith, negligence or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s 's Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the various services listed on Schedule I attached hereto. (b) In performing the services hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund's financial records or other services normally performed by the Funds’ ' respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it Mellon, is reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed reasonably necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service unless such securities pricing vendors were approved by the Board of the Fund as of the date of this Agreement or are mutually agreed upon by the parties hereto in advance. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. Notwithstanding the foregoing, BNY Mellon shallshall provide an initial review of the reliability of the pricing information received from securities pricing vendors as mutually agreed-upon from time to time between the parties hereto. Moreover, BNY Mellon shall conduct price challenges with the various pricing services when requested to do so by an Authorized Person. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon's performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence, willful misconduct or reckless disregard in the performance of its duties hereunder in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “"BNY Mellon Group”"). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “"Centralized Functions”") in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund ("Customer-Related Data") to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of each Fund's employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon may consult its own counsel or, with counsel to prior approval of the appropriate Fund, at with counsel to such Fund’s , in each case at BNY Mellon's sole expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct negligence, willful misconduct or reckless disregard in the performance of its duties hereunder in accordance with the advice or opinion of such Fund counsel. (ij) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject , except as may be mutually agreed upon by BNY Mellon and the Funds from time to the terms of Section 3(b)(viii)time in writing, and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund's or Series' liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of a Series' Shares effected by or on behalf of a Series. In the event BNY Mellon's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing and subject to the initial review of the reliability of pricing information received from securities pricing vendors described in Section 5(f) above, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l), except as may be requested by an Authorized Person, even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such FundFund and will notify the Fund if such interest is not received. (ln) Neither BNY Mellon nor the Fund, nor any of their respective affiliates, shall be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances that, after taking commercially reasonable measures, are beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. Upon the occurrence of any such delay or failure, BNY Mellon shall use commercially reasonable efforts to resume performance of its duties under this Agreement as soon as practicable under the circumstances, including notification to the Fund in connection with any delayed receipt of instructions or documentation. Upon reasonable request, BNY Mellon shall discuss with the Funds any business continuity/disaster recovery plan of BNY Mellon and/or provide a high-level presentation summarizing such plan. BNY Mellon represents that its business continuity plan is appropriate for its business as a provider of fund accounting services to investment companies registered under the 1940 Act and enables BNY Mellon to take appropriate actions to address major disasters and system disruptions or failures. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request's own negligence, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer intentional misconduct, bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each the Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any Fund the Fund, maintenance of the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors auditor and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. (g) BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund. The Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such the Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of the Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request's own intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s the Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing the services hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares Interests of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and auditors; the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Company or a Fund or any other person, ; and each Fund the Company acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Company, unless the SEC Company and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each Fund shall, and The Company shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund the Company as is within the possession or knowledge of such persons, and which in the reasonable opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Company to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Company when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Company. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Company, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fundthe Company, or by any affiliate of such Fund the Company or by any other third party service provider to such Fundthe Company. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Company shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents specifications and documentation reasonably deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its reasonable judgment deems reliable at the time such information is required for calculations hereunder or which the hereunder. At any time and from time to time, a Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of the Company for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Company, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith, without willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations hereunder in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, including Fund data, and other functions in one or more affiliates, subsidiaries and unaffiliated service providers (the “Centralized Functions”) ). The Company consents to the disclosure of, and authorizes BNY Mellon to disclose, information regarding the Company to the BNY Mellon Group, and to unaffiliated service providers who are required to maintain the confidentiality of such information, in one or moreconnection with the Centralized Functions. (hi) BNY Mellon may may, with prior written approval from the Company, consult with counsel to the appropriate FundCompany, at such Fundthe Company’s expense, or its own counsel, at BNY Mellon’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify the Company or a Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and Fund, (ii) the taxable nature or effect on a Fund or its shareholders investors of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”) and agrees to process such securities payable or events in accordance with the BNYM Tax Determination unless instructed otherwise deemed paid, by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund to its investors; or Funds (iv) the “Escalation Process”)effect under any federal, state or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature or taxable amount of any applicable Fund level distribution or dividend, or the effect under any federalAuthorized Persons, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Company and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Interests effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Company directs BNY Mellon to utilize, and which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon or any BNY Mellon Affiliate to supply any instructions, explanations, information, specifications or documentation reasonably deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable FundCompany, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request's own willful misfeasance, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith, negligence or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, the Sponsor and the provisions of this Agreement, BNY Mellon shall provide to eachthe Trust the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) Certain service level agreements are set forth in the Service Level Agreement executed as of the Effective Date. (c) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, equipment and personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the its services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundhereunder. (cd) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fundthe Trust, distribution of shares of any Fund the Trust, maintenance of the Trust’s financial records other than as specifically provided in this Agreement or other services normally performed by the Funds’ respective Trust’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund the Trust or any other person, and each Fund the Trust acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by the SEC in 2014Trust, unless the parties hereto expressly agree in writing to review (d) Each Fund shall, and any such increase in the scope of services. The Parties agree that any new fees to be charged to the Trust that are related to any changes to the services required by any new or revised regulatory or other requirements shall use commercially reasonable efforts to be agreed upon in advance. The Trust shall cause its officers, advisors, Sponsor, distributor, legal counsel, independent auditors and accountants, current administrator (if any), transfer agent agent, and any other service providers hired by the Fund to, provider (except if any such service provider is BNY Mellon or a BNY Mellon Affiliate) to cooperate with BNY Mellon and to provide BNY Mellon, upon its reasonable request, with such information, documents and advice relating to such Fund the Trust as is within the possession or knowledge of such personspersons and which, and which in the opinion of BNY Mellon has informed the Fund in writing that it Mellon, is reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, to the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bearbe liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to provide any information, documents or advice, or otherwise the failure of the Trust to cause any information, documents or advice to be responsible forprovided to BNY Mellon as provided herein and shall be held harmless by the Trust when acting in accordance with such information, any fees, documents or advice relating to the Trust. All fees or costs or expenses charged by any third party service providers engaged such persons shall be borne by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fundthe Trust. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third third-party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Trust shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents specifications and documentation reasonably deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund Trust liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts), and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereofexpenses. BNY Mellon shall not be required to include as Fund Trust liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state state, or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund Trust shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset ValueValue or the appropriate tax accrual rate to be applied and to be used by BNY Mellon to calculate such amount. In The Trust shall also furnish BNY Mellon with valuations for assets of the event Trust if BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, Mellon notifies the Trust that (i) the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which (ii) BNY Mellon in its reasonable judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs Trust also may furnish BNY Mellon to utilize, with valuations for assets of the Trust and instruct BNY Mellon shallin Instructions to use such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any pricing service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Trust. (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The may apply to an Authorized Person of the Trust for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder, and BNY Mellon Group may centralize functions including auditshall not be liable for any action taken or omitted to be taken by it consistent with the Standard of Care and in accordance with such Instructions. Such application for Instructions may, accountingat the option of BNY Mellon, riskset forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless prior to taking or omitting to take any such action, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the “Centralized Functions”) in one action to be taken or moreomitted. (h) BNY Mellon may consult with counsel to the appropriate Fund, at Trust or its own counsel. To the extent BNY Mellon notifies the Trust of such Fund’s expenseadvice, and the Trust, acting reasonably and in good faith, concur that reliance on such advice is reasonable as it relates to the Trust, BNY Mellon shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and the Trust, (ii) the taxable nature or effect on a Fund the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (each, a “BNYM Tax Determination”iii) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividenddividend paid, payable or deemed paid, by the Trust to its shareholders; or (iv) the effect under any federal, state state, or foreign income tax laws of a Fund the Trust making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by or on behalf of the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of assets; the amounts or formula for calculating the amounts and times of accrual of the Trust’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Trust assets; and the amounts receivable or the amounts payable for the sale or redemption of Trust Shares effected by or on behalf of the Trust. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets of the Trust, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Trust directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of any Trust assets by the Trust or any third party described in this sub-section even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of Trust assets. (l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund the Trust is or will be actually paid, but will accrue such interest until otherwise instructed by such Fundthe Trust. (lm) BNY Mellon shall enter into not be responsible for damages or be liable for any failure or delay in the performance of its obligations under this Agreement to the extent caused, directly or indirectly, by any event beyond its reasonable control, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, failure of the mails, communications or computer (hardware or software) services, or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon will promptly notify the Trust upon the occurrence of any such event and will use commercially reasonable efforts to minimize the effect of any such events. For the avoidance of doubt, the occurrence of any such event will not relieve BNY Mellon of its obligations to execute its business continuity and/or disaster recovery plans as described in Section 5(n), Section 5(o) and Exhibit B. In the event that the Trust reasonably believes that the occurrence of any such event will substantially prevent, hinder or delay performance of the services contemplated by this Agreement for more than three (3) consecutive business days, the Trust may take commercially reasonable actions to mitigate the impact of such services not being provided, including, but not limited to, at the Trust’s expense, contracting with another service provider to provide such services during such period and/or engaging the Sponsor or an affiliate of the Sponsor to perform such services during such period; provided, that the Trust shall consult with BNY Mellon in good faith in connection with any such mitigation and BNY Mellon shall provide the Trust reasonable assistance in good faith in connection therewith; provided, further, that BNY Mellon shall resume providing, and the Trust shall pay for, such services when BNY Mellon resumes providing them, unless the Trust has terminated this Agreement pursuant to the terms of Section 12(c). Notwithstanding anything set forth in this Section 5(m), (i) in no event shall the Trust be obligated to pay any fees under this Agreement to BNY Mellon with respect to any services not actually provided during any event described in this Section 5(m), and (ii) the Trust shall have no responsibility to pay BNY Mellon for services temporarily performed by the Sponsor or a third party service provider. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation reasonably deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (n) BNY Mellon has implemented and shall maintain in effect at all times during the terms of this Agreement, business continuity and disaster recovery plans designed to minimize interruptions of service and ensure recovery of systems and applications used to provide the services under this Agreement. Such plans will cover the facilities, systems, applications and employees that are critical to the provision of services hereunder, and will be tested at least annually to validate whether the recovery strategies, requirements, and protocols are viable and sustainable. Such plans will, at a minimum, make reasonable provision for (i) periodic back-up of the computer files and data with appropriate parties one or more agreements making reasonable provisions for respect to the Trust, (ii) emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued services under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertionsthis Agreement. Upon the Fund’s reasonable request, BNY Mellon shall deliver provide a high-level presentation summarizing such plan. (o) BNY Mellon will establish, implement, maintain and periodically test systems, plans and procedures relating to data and cyber security, data privacy, disaster recovery and business continuity with respect to the Fund a bridge letter from an appropriate officer or representative of services provided pursuant to this Agreement. BNY Mellon stating thatwill implement an information security program consistent with the Information Security Program set forth in Exhibit B for the protection of information received from the Trust in connection with this Agreement. (p) BNY Mellon shall provide the Trust, to the best of such persons’ knowledgeas it may reasonably request, there have been no changes to with a SOC 1 report (or any comparable successor report thereto) by independent public accountants on BNY Mellon’s internal controlssystem, as described in relating to the preceding SOC 1SM Report and as reviewed services provided by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in under this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402Agreement. (nq) In BNY Mellon will make commercially reasonable efforts to not remove or replace with any other person, any Key Personnel without providing notice to the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems Trust, unless such Key Personnel is being terminated or suspended or notification is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources practicable under the Middle Office Services Agreement circumstances. (r) The Trust may reasonably necessary for BNY Mellon to perform such conversion and/or provide request the services under replacement of Key Personnel during the term of this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith will comply with such requests except as prohibited by applicable law and on a commercially reasonable basis within a reasonable amount of time. The Parties may agree upon other conditions relating to assign or terminate this Agreement Key Personnel from time to effectuate time. (s) BNY Mellon will establish a governance structure for the provision of services in an alternate manner from an alternative service provider to the Trust and will consult with the Trust with respect to the appointment of persons to the positions for internal face-off on day-to-day matters. (a “Service Alternative”); provided, t) It is understood and agreed by the parties hereto that under no circumstances will the services performed by BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to include any service, function or activity that would constitute a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to “virtual currency business activity” for purposes of the Fund in connection with the transition to the Service Alternative.regula

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule C attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule C attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs C attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown negligence, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer intentional misconduct, bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s the Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Trust the administrative services and the valuation and computation services listed on Schedule I hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fundthe Trust, distribution of shares of any Fund the Trust, or other services normally performed by the Funds’ respective Trust’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund the Trust or any other person, and each Fund the Trust acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new a Fund, unless the Trust and BNY Mellon expressly agree in writing to any such increase in the scope of services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review. (d) Each Fund shall, and The Trust shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund the Trust as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Trust to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Trust when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Trust. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fundthe Trust, or by any affiliate of such Fund the Trust or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized orTrust. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Trust shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund Trust shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Trust shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Trust that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs Trust also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Trust. (f) BNY Mellon may apply to an Authorized Person of the Trust for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Trust, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and reasonably selected third-party service providers. Solely in connection with the Centralized Functions, (i) the Trust consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its reasonably selected third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. BNY Mellon will use reasonable efforts to enforce the confidentiality obligations imposed on its third-party service providers as referenced in sub-item (i) of the preceding sentence. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group so long as it is done in an anonymized fashion, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. The Trust confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (h) BNY Mellon may consult with counsel to the appropriate FundNotwithstanding any other provision contained in this Agreement or Schedule I hereto, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Trust or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (ji) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (j) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Trust and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Trust’s or a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s services under this Agreement rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Trust or any third party described in this sub-section (j) notwithstanding the fact that BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fundthe Trust. (l) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, third party strikes, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party or failure of the mails (a “Force Majeure event”). In the event BNY Mellon is unable to perform its duties under this Agreement as the direct result of a Force Majeure Event for longer than thirty (30) days, the Trust may terminate this Agreement without penalty. (m) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In If the event that (i) Trust elects to use the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate Electronic Access Services in connection with this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective DateAgreement, the support and/or resources under use thereof will be subject to any terms and conditions contained in a separate written agreement between the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund Trust and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate their affiliates (i.e., the provision of services in an alternate manner from an alternative service provider Electronic Access Terms and Conditions dated (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance which references to “You” would mean the Fund in connection with the transition to the Service AlternativeTrust) or any successor agreement).

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule C attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data - 8 - collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule C attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs C attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown negligence, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer intentional misconduct, bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the authorization and direction and control of the Investment Advisor and, in each Fund’s Board and oversight by TRPcase where appropriate, and in accordance with procedures which may be established from time to time between the provisions of this AgreementInvestment Advisor and BNY Mellon, BNY Mellon shall provide to eachthe administrative services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors auditors, and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund the Investment Advisor acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a new or revised regulatory requirement becomes applicable to a Fund desires to receive that requires a new service from BNY Mellon related substantial change to the services provided under this AgreementAgreement or a substantial increase in the scope of the services provided hereunder, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a commercially reasonable proposal to the Fund Investment Advisor in writing setting forth the terms under which BNY Mellon is willing applicable to provide such new service. change or increase in scope and BNY Mellon and the Fund Investment Advisor shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposalchange or increase. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under obligated to provide any duty substantial new service or increase in the scope of services hereunder unless and until the parties have agreed to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider terms applicable to such Fund. In the event that any services performed by BNY Mellon hereunder rely, new service or increase in whole or in part, upon information obtained from a third party service utilized orscope. (ec) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing to third parties services similar or identical to some or all of the services provided hereunder, provided, however, . (d) The Investment Advisor acknowledges for itself and its users that certain information provided by BNY Mellon shall not on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use Confidential Information (as defined at Section 18) of the Fund Investment Advisor and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor with respect to such information. Therefore, the Investment Advisor, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in providing such servicesany way not contemplated by this Agreement without the express written permission of BNY Mellon; (e) Third party providers of information may impose terms and conditions on the use of that information, which can be found at xxxx://xxx.xxxxxxxxx.xxx/products/assetservicing/vendoragreement.pdf (or any successor website the address of which is provided by BNY Mellon to the Funds) (the “Data Terms Website”), and the Investment Advisor agrees to those terms as they are posted in the Data Terms Website from time to time. (f) Each Fund shall furnish At any time, BNY Mellon may request Instructions from the Investment Advisor and may seek advice from legal counsel for the Investment Advisor, or its own legal counsel, with respect to any and all Instructions, explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellon matter arising in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)connection with this Agreement, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon it shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual liable for any federal, state action taken or foreign income taxes except as expressly required pursuant to the SLDs not taken or unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted suffered by it in good faith and without BNY Mellon Misconduct in accordance with such Instructions or in accordance with the advice or opinion of counsel for the Investment Advisor or for BNY Mellon, provided that BNY Mellon at its own expense communicates to the Investment Advisor such Fund counselopinion of counsel to BNY Mellon prior to taking the action in question. Instructions requested by BNY Mellon will be provided by the Investment Advisor within a reasonable period of time. (ig) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever under this Agreement except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kh) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether entitled to rely fully on the accuracy and validity of any interest accruable and all Instructions, explanations, information, specifications, Documents and documentation furnished to a Fund is it by the Investment Advisor and shall have no duty or will be actually paidobligation to review the accuracy, but will accrue validity or propriety of such interest until otherwise instructed by such FundInstructions, explanations, information, specifications, Documents or documentation. (li) In order to minimize the disruption of the services to be provided under this Agreement or any exhibit, schedule or annex hereto, BNY Mellon shall enter into implement and shall maintain in effect directly or through third parties contingency facilities and procedures reasonably designed to provide for periodic back-up of the computer files and data with appropriate parties one or more agreements making reasonable provisions for respect to the Series and emergency use of electronic data processing equipment to provide services under this Agreement or any exhibit, schedule or annex hereto. BNY Mellon shall, upon reasonable request, discuss with senior management of the extent appropriate equipment is availableInvestment Advisor such disaster recovery plan and shall, upon reasonable request, provide a high-level presentation summarizing such plan. In the event of equipment failuresfailure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond BNY Mellon’s control, BNY Mellon shall, at no additional expense to the applicable FundInvestment Advisor, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s the Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach of the Series the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any Fund the Fund, maintenance of the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund each Series’ liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts), and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereofexpenses. BNY Mellon shall not be required to include as Fund a Series’ liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. (g) BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding a Series (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that (i) the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund or a Series and (ii) the BNY Mellon Group shall not market, lease, sell or otherwise use such aggregated data that include Customer-Related Data to assist any other client or customer of the BNY Mellon Group. The Fund confirms that it is authorized to consent to the foregoing disclosure and storage (but not distribution) of information in connection with the Centralized Functions. (hi) BNY Mellon may consult with counsel to the appropriate Fund, at such the Fund’s expenseexpense provided that BNY Mellon obtains prior approval from the Fund’s officers or its own counsel, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Shares effected by or on behalf of a Series. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund Series is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. Upon the occurrence of any such delay or failure, BNY Mellon shall use commercially reasonable efforts for providers of the services contemplated herein to resume performance as soon as practicable under the circumstances. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each the Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any Fund the Fund, maintenance of the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors auditor and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the reasonable opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund, except to the extent BNY Mellon failed to satisfy its standard of care described at Section 9(a). All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service unless such asset pricing vendors are mutually agreed to by the parties hereto in advance. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. Notwithstanding the foregoing, BNY Mellon shallshall provide a high-level check on the reliability of the pricing information received from asset pricing vendors by performing tolerance verification steps as may be mutually agreed upon in writing from time to time between the parties hereto. (g) BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence, reckless disregard of its obligations or duties hereunder or willful misconduct in accordance with such Instructions. Such application for Instructions shall be provided within a reasonable period of time depending on the circumstances prior to the proposed action, which shall not exceed ten (10) days, and shall set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund. The Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon may consult with counsel to the appropriate Fund, at such the Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct negligence, reckless disregard of its obligations or duties hereunder or willful misconduct in accordance with the advice or opinion of such Fund counsel. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”payable or deemed paid, by the Fund to its shareholders; or (iv) and agrees to process such securities the effect under any federal, state or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part foreign income tax laws of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax DeterminationFund making or not making any distribution or dividend payment, or any election with respect thereto. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of the Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing and subject to the high-level check on the reliability of the pricing information described in Section 5(f) above, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties outside BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party (other than a third party affiliated with BNY Mellon), failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. Upon the occurrence of any such delay or failure, BNY Mellon shall use commercially reasonable efforts for providers of the services contemplated herein to resume performance as soon as practicable under the circumstances. BNY Mellon further represents that it has developed and implemented business continuity and disaster recovery policies, procedures and facilities that are commercially reasonable for a provider of the services contemplated herein. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown negligence, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer intentional misconduct, bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bearbe liable for any loss, damage or otherwise expense resulting from or arising out of the failure of a Fund to cause any information, documents or advice to be responsible forprovided to BNY Mellon as provided herein and shall be held harmless by each Fund when acting in reasonable reliance upon such information, any fees, documents or advice relating to such Fund. All fees or costs or expenses charged by any third party service providers engaged such persons shall be borne by a Fund, or by any affiliate of such Fund or by any other third party service provider to such the appropriate Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its reasonable judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (hi) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may consult store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with counsel other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without contrary the BNY Mellon Misconduct Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in accordance a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the advice or opinion of such Fund counselCentralized Functions does not violate any relevant data protection legislation. (i) BNY Mellon shall be responsible for determining [Deleted] (j) Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to reasonably rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) Neither party shall be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without such party, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each the Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors auditor and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder, unless such fees or costs arose due to BNY Mellon’s gross negligence, willful misconduct or bad faith. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. (g) BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application after the date such application is received by the Fund unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information which are the same as or similar to the confidentiality obligations contained herein and (ii) BNY Mellon may store the names and business addresses of the Fund’s employees on the systems or in the records of the BNY Mellon Group or its service providers who are subject to confidentiality obligations with respect to such information which are the same as or similar to the confidentiality obligations contained herein . The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such the Fund’s expense if the communication was previously approved by the Fund or otherwise at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and the Fund; (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events; (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”payable or deemed paid, by the Fund to its shareholders; or (iv) and agrees to process such securities the effect under any federal, state or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part foreign income tax laws of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax DeterminationFund making or not making any distribution or dividend payment, or any election with respect thereto. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund by an Authorized Person and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s or Series’ liabilities and expenses; and the amounts receivable and the amounts payable on the sale or purchase of securities. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon and the vendors and affiliates specifically selected by BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review own intentional misconduct, bad faith or reckless disregard in the performance of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertionsits duties under this Agreement. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the will provide Fund with a bridge letter from an appropriate officer or representative summary of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report Business Continuity Plan and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply updates to any standards that supersede or supplement SSAE 16 or ISAE 3402it. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to reasonably cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the commercially reasonable opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges; provided, however, any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder must be approved in advance by the Funds. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation commercially reasonable and deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its reasonable judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon will materially comply with material laws, rules and regulations applicable to the performance of its obligations under this Agreement. BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such FundBNY Mellon’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such counsel. To the extent permitted by applicable law, BNY Mellon shall promptly inform the Fund counselin writing when BNY Mellon acts in contradiction of the Fund’s written instructions, or the provisions of this Agreement, based upon such legal advice. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”) and agrees to process such securities payable or events in accordance with the BNYM Tax Determination unless instructed otherwise deemed paid, by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund to its shareholders; or Funds (iv) the “Escalation Process”)effect under any federal, state or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), hereto and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its commercially reasonable judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. If any event occurs that prevents BNY Mellon from performing under this Agreement, BNY Mellon will use commercially reasonable efforts to resume performance as soon as practicable under the circumstances and (a) BNY Mellon shall maintain a disaster recovery and business continuity program reasonably designed to prevent disruption of operations and loss, and (b) BNY Mellon shall use good faith efforts to implement such program in accordance with its terms in an effort to limit or mitigate any such disruption of operations and loss. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its or its Parent Fund’s officers, advisorsInvestment Advisor, Sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent accountants and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) Each Fund acknowledges that it may be considered a U.S. withholding agent and/or may required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations ("IRC and Regulations"). Each Fund agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations. Therefore, unless otherwise specified in a written agreement, BNY Mellon and BNYM Affiliates will not be responsible for withholding or depositing taxes, nor will it/they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F. (i) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hj) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ik) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”) and agrees to process such securities payable or events in accordance with the BNYM Tax Determination unless instructed otherwise deemed paid, by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund to its shareholders; or Funds (iv) the “Escalation Process”)effect under any federal, state or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jl) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (km) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (n) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (lo) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (p) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request's own intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s the Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any Fund the Fund, maintenance of the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance in good faith upon such information, documents or as otherwise instructed advice relating to the Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund The Fund, or its designee, shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value; provided, however, and for the avoidance of doubt, BNY Mellon shall perform such tax services as are specified in Schedule I attached hereto, subject to the terms of this Agreement. In the event The Fund, or its designee, shall also use commercially reasonable efforts to furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. Without limiting the Fund directs BNY Mellon to utilizeimmediately preceding sentence, BNY Mellon shallshall at no time be required or obligated to commence or maintain utilization of, or subscriptions to, any securities pricing or similar service, even if so requested by the Fund. At any time and from time to time, the Fund, or its designee, also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall not, under any circumstances, be required to determine, or have any obligations with respect to determining, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. (g) BNY Mellon may request Instructions from any Authorized Person of the Fund with respect to any matter arising in connection with BNY Mellon’s performance hereunder, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such Instructions. Such request for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in good faith without negligence or willful misconduct in accordance with a proposal included in any such request on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such request specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (hi) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may consult store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with counsel other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without contrary the BNY Mellon Misconduct Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in accordance a format that identifies Customer-Related Data with the advice or opinion Fund. The Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of such Fund counselinformation in connection with the Centralized Functions does not violate any relevant data protection legislation. (i) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely in good faith on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Shares effected by or on behalf of the Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (k) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (lm) Neither party shall be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, labor difficulties within or without such party, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are the result of the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (n) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request's own intentional misconduct, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the authorization and direction and control of the Investment Advisor and, in each Fund’s Board and oversight by TRPcase where appropriate, and in accordance with procedures which may be established from time to time between the provisions of this AgreementInvestment Advisor and XXX Xxxxxx, BNY Mellon XXX Xxxxxx shall provide to eachthe administrative services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors auditors, and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund the Investment Advisor acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a new or revised regulatory requirement becomes applicable to a Fund desires to receive that requires a new service from BNY Mellon related substantial change to the services provided under this AgreementAgreement or a substantial increase in the scope of the services provided hereunder, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a commercially reasonable proposal to the Fund Investment Advisor in writing setting forth the terms under which BNY Mellon is willing applicable to provide such new service. change or increase in scope and BNY Mellon and the Fund Investment Advisor shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposalchange or increase. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under obligated to provide any duty substantial new service or increase in the scope of services hereunder unless and until the parties have agreed to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider terms applicable to such Fund. In the event that any services performed by BNY Mellon hereunder rely, new service or increase in whole or in part, upon information obtained from a third party service utilized orscope. (ec) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing to third parties services similar or identical to some or all of the services provided hereunder, provided, however, . (d) The Investment Advisor acknowledges for itself and its users that certain information provided by BNY Mellon shall not on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use Confidential Information (as defined at Section 18) of the Fund Investment Advisor and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor with respect to such information. Therefore, the Investment Advisor, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in providing such servicesany way not contemplated by this Agreement without the express written permission of BNY Mellon; (e) Third party providers of information may impose terms and conditions on the use of that information, which can be found at xxxx://xxx.xxxxxxxxx.xxx/products/assetservicing/vendoragreement.pdf (or any successor website the address of which is provided by BNY Mellon to the Funds) (the “Data Terms Website”), and the Investment Advisor agrees to those terms as they are posted in the Data Terms Website from time to time. (f) Each Fund shall furnish At any time, BNY Mellon may request Instructions from the Investment Advisor and may seek advice from legal counsel for the Investment Advisor, or its own legal counsel, with respect to any and all Instructions, explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellon matter arising in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)connection with this Agreement, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon it shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual liable for any federal, state action taken or foreign income taxes except as expressly required pursuant to the SLDs not taken or unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted suffered by it in good faith and without BNY Mellon Misconduct in accordance with such Instructions or in accordance with the advice or opinion of counsel for the Investment Advisor or for BNY Mellon, provided that BNY Mellon at its own expense communicates to the Investment Advisor such Fund counselopinion of counsel to BNY Mellon prior to taking the action in question. Instructions requested by BNY Mellon will be provided by the Investment Advisor within a reasonable period of time. (ig) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever under this Agreement except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kh) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether entitled to rely fully on the accuracy and validity of any interest accruable and all Instructions, explanations, information, specifications, Documents and documentation furnished to a Fund is it by the Investment Advisor and shall have no duty or will be actually paidobligation to review the accuracy, but will accrue validity or propriety of such interest until otherwise instructed by such FundInstructions, explanations, information, specifications, Documents or documentation. (li) In order to minimize the disruption of the services to be provided under this Agreement or any exhibit, schedule or annex hereto, BNY Mellon shall enter into implement and shall maintain in effect directly or through third parties contingency facilities and procedures reasonably designed to provide for periodic back-up of the computer files and data with appropriate parties one or more agreements making reasonable provisions for respect to the Series and emergency use of electronic data processing equipment to provide services under this Agreement or any exhibit, schedule or annex hereto. BNY Mellon shall, upon reasonable request, discuss with senior management of the extent appropriate equipment is availableInvestment Advisor such disaster recovery plan and shall, upon reasonable request, provide a high-level presentation summarizing such plan. In the event of equipment failuresfailure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond BNY Mellon’s control, BNY Mellon shall, at no additional expense to the applicable FundInvestment Advisor, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making performing any tax filings, or doing any tax reporting on its behalfservices, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from on Schedule I. The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund, except where such loss, damage or expense is related to BNY Mellon’s gross negligence, willful misconduct, reckless disregard, or bad faith. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service except as mutually agreed upon by the parties hereto in advance. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. Notwithstanding the foregoing, BNY Mellon shallshall provide an initial control over the reliability of the pricing information received from securities pricing vendors by reviewing reports generated from its automated price flagging systems and performing other tolerance verification steps as mutually agreed upon from time to time between the parties hereto. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence, reckless disregard or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations equal in scope to those contained in this Agreement and data protection and cyber security measures equal to or exceeding those of BNY Mellon with respect to such information and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate anonymized Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular Fund or any Fund affiliate. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. Nothing in the foregoing shall give BNY Mellon Group any rights in or to Customer-Related Data or any other information provided by Fund hereunder, nor shall it alleviate BNY Mellon of its confidentiality and data protection obligations and liabilities hereunder. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct gross negligence, reckless disregard or willful misconduct in accordance with the advice or opinion of such Fund counsel. (ij) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) Notwithstanding the performance of the services as they are described herein , in performing the services required of it under the terms of this Agreement, BNY Mellon shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) Neither BNY Mellon nor the Funds shall be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties outside of their control, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than XXX Xxxxxx, XXX Xxxxxx Group or their third-party service providers to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, or BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer Group’s own gross negligence, intentional misconduct, bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each the Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors auditor and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder, unless such fees or costs arose due to BNY Mellon’s gross negligence, willful misconduct or bad faith. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon Mellon’ with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. (g) BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application after the date such application is received by the Fund unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information which are the same as or similar to the confidentiality obligations contained herein and (ii) BNY Mellon may store the names and business addresses of the Fund’s employees on the systems or in the records of the BNY Mellon Group or its service providers who are subject to confidentiality obligations with respect to such information which are the same as or similar to the confidentiality obligations contained herein . The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such the Fund’s expense if the communication was previously approved by the Fund or otherwise at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”payable or deemed paid, by the Fund to its shareholders; or (iv) and agrees to process such securities the effect under any federal, state or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part foreign income tax laws of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax DeterminationFund making or not making any distribution or dividend payment, or any election with respect thereto. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund by an Authorized Person and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s or Series’ liabilities and expenses; and the amounts receivable and the amounts payable on the sale or purchase of securities. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (1) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon and the vendors and affiliates specifically selected by BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review own intentional misconduct, bad faith or reckless disregard in the performance of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertionsits duties under this Agreement. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the will provide Fund with a bridge letter from an appropriate officer or representative summary of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report Business Continuity Plan and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply updates to any standards that supersede or supplement SSAE 16 or ISAE 3402it. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) Certain service level agreements are set forth in Service Level Agreement executed as of the Effective Date. (c) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, equipment and personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the its services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundhereunder. (cd) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records other than as specifically provided in this Agreement or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to a Fund, unless the parties hereto expressly agree in writing to any such increase in the scope of services. The Parties agree that any new fees to be charged to the Fund that are related to any changes to the services provided under this Agreement, such required by any new or revised regulatory or other requirements shall be agreed upon in advance. Each Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, current administrator (if any), transfer agent agent, and any other service providers hired by the Fund to, provider (except if any such service provider is BNY Mellon or a BNY Mellon Affiliate) to cooperate with BNY Mellon and to provide BNY Mellon, upon its reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such personspersons and which, and which in the opinion of BNY Mellon has informed the Fund in writing that it Mellon, is reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, to the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bearbe liable for any loss, damage or expense resulting from or arising out of the failure of a Fund to provide any information, documents or advice, or otherwise the failure of a Fund to cause any information, documents or advice to be responsible forprovided to BNY Mellon as provided herein and shall be held harmless by the applicable Fund when acting in accordance with such information, any fees, documents or advice relating to that Fund. All fees or costs or expenses charged by any third party service providers engaged such persons shall be borne by a Fund, or by any affiliate of such Fund or by any other third party service provider to such the appropriate Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third third-party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information (other than the initial controls and tolerance verification steps referred to below). (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents specifications and documentation reasonably deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state state, or foreign income taxes except as expressly required pursuant to the SLDs or unless the a Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset ValueValue or the appropriate tax accrual rate to be applied and to be used by BNY Mellon to calculate such amount. Each Fund shall also furnish BNY Mellon with bid, offer, or market values of securities if BNY Mellon notifies such Fund that (i) the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Investment Adviser, on behalf of the Fund, or the Fund directs BNY Mellon to utilize, and which (ii) BNY Mellon in its reasonable judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Investment Adviser, on behalf of a Fund, also may furnish BNY Mellon with bid, offer, or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service that is not routinely utilized in the industry for pricing securities generally. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. Notwithstanding the foregoing, BNY Mellon shall provide an initial control over the reliability of the pricing information received from pricing sources by reviewing reports generated from its automated price flagging systems and performing other tolerance verification steps each as mutually agreed upon from time to time between the Parties. (g) BNY Mellon may apply to an Authorized Person for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for any Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it consistent with the Standard of Care and in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (h) BNY Mellon may consult with counsel to the appropriate Fund or its own counsel. To the extent BNY Mellon notifies the Funds of such advice, and the Funds, acting reasonably and in good faith, concur that reliance on such advice is reasonable as it relates to the Funds, BNY Mellon shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. (i) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. BNY Mellon is solely responsible for processing such securities, as identified by a Fund or an Authorized Person, in accordance with U.S. tax laws and regulations. (j) BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I attached hereto, and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by or on behalf of a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of the Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which a Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall (g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more (h) BNY Mellon may consult with counsel to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubtreliable, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of for, under any Fund level distribution or dividendduty to inquire into, or the effect under deemed to make any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election assurances with respect thereto. (j) Subject to, the accuracy or completeness of such information. Without limiting the generality of the foregoing and subject to the terms initial control over the reliability of pricing information received from securities pricing vendors described in Section 25(f) above, BNY Mellon shall have no duties not be required to inquire into any valuation of securities or responsibilities whatsoever except such duties and responsibilities as are specifically set forth other assets by a Fund or any third party described in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against sub-section even though BNY Mellon in connection with performing services similar to the services provided pursuant to this AgreementAgreement for others may receive different valuations of the same or different securities of the same issuers. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (lm) BNY Mellon shall enter into not be responsible for damages or be liable for any failure or delay in the performance of its obligations under this Agreement to the extent caused, directly or indirectly, by any event beyond its reasonable control, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, failure of the mails, communications or computer (hardware or software) services, or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon will promptly notify the Fund upon the occurrence of any such event and will use commercially reasonable efforts to minimize the effect of any such events. For the avoidance of doubt, the occurrence of any such event will not relieve BNY Mellon of its obligations to execute its business continuity and/or disaster recovery plans as described in Section 5(l), Section 5(m) and Exhibit D. In the event that the Fund reasonably believes that the occurrence of any such event will substantially prevent, hinder or delay performance of the services contemplated by this Agreement for more than three (3) consecutive business days, the Fund may take commercially reasonable actions to mitigate the impact of such services not being provided, including, but not limited to, at the Funds’ expense, contracting with another service provider to provide such services during such period and/or engaging the Investment Advisor or an affiliate of the Investment Advisor to perform such services during such period; provided, that the Fund shall consult with BNY Mellon in good faith in connection with any such mitigation and BNY Mellon shall provide the Fund reasonable assistance in good faith in connection therewith; provided, further, that BNY Mellon shall resume providing, and the Funds shall pay for, such services when BNY Mellon resumes providing them, unless the Fund has terminated this Agreement pursuant to the terms of Section 12(c). Notwithstanding anything set forth in this Section 5(k), (i) in no event shall the Funds be obligated to pay any fees under this Agreement to BNY Mellon with respect to any services not actually provided during any event described in this Section 5(k), and (ii) the Funds shall have no responsibility to pay BNY Mellon for services temporarily performed by the Investment Advisor or a third party service provider. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation reasonably deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (n) BNY Mellon has implemented and shall maintain in effect at all times during the terms of this Agreement, business continuity and disaster recovery plans designed to minimize interruptions of service and ensure recovery of systems and applications used to provide the services under this Agreement. Such plans will cover the facilities, systems, applications and employees that are critical to the provision of services hereunder, and will be tested at least annually to validate whether the recovery strategies, requirements, and protocols are viable and sustainable. Such plans will, at a minimum, make reasonable provision for (i) periodic back-up of the computer files and data with appropriate parties one or more agreements making reasonable provisions for respect to the Funds, (ii) emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued services under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertionsthis Agreement. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of high-level presentation summarizing such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402plan. (no) In the event that (i) the conversion of all of BNY Mellon will establish, implement, maintain and periodically test systems, plans and procedures relating to data and cyber security, data privacy, disaster recovery and business continuity with respect to the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services provided pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and Agreement. BNY Mellon shall then provide reasonable assistance to will implement an information security program consistent with the Information Security Program set forth in Exhibit C for the protection of information received from the Fund in connection with this Agreement. (p) BNY Mellon shall provide the transition to the Service Alternative.Funds, as they may reasonably request, with a SOC 1 report (o

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by the SEC in 2014Fund, unless the parties hereto expressly agree in writing to reviewany such increase in the scope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent agent, and any other service providers hired by the Fund to, provider to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, to the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement each Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state state, or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer offer, or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer, or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund. (g) BNY Mellon may apply to an Authorized Person of any Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence, willful misfeasance, willful misconduct, fraud or reckless disregard in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, including Fund data, and other functions in one or more affiliates, subsidiaries and unaffiliated service providers (the “Centralized Functions”) ). Each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund to the BNY Mellon Group, and to unaffiliated service providers who are required to maintain the confidentiality of such information, in one or moreconnection with the Centralized Functions. (hi) BNY Mellon may consult with counsel to the appropriate FundFund or its own counsel, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”) and agrees to process such securities payable or events in accordance with the BNYM Tax Determination unless instructed otherwise deemed paid, by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund to its shareholders; or Funds (iv) the “Escalation Process”)effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of Funds’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and amounts receivable or amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (k) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occurring directly or indirectly by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications, computer (hardware or software) services, or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Nor shall BNY Mellon be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA)intentional misconduct, which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) bad faith, gross negligence, fraud or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative willful misfeasance of BNY Mellon stating that, to or any BNY Mellon Affiliate or the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with performance of any of their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services respective duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eacheach Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund Fund, maintenance of any Fund’s financial records or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund Agreement shall provide such request to BNY Mellon in writing with such detail not be increased as BNY Mellon shall reasonably request. Within a reasonable period result of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith or revised regulatory or other requirements that may become applicable with respect to each proposal for new servicesa Fund, provided that unless the Fund shall not be required and BNY Mellon expressly agree in writing to accept any such proposal. Similarly, with respect to increase in the money market fund reforms announced by the SEC in 2014, the parties hereto agree to reviewscope of services. (d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to reasonably cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it is reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of a Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement such Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to such Fund. All fees or costs charged by an Authorized Personsuch persons shall be borne by the appropriate Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the applicable Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event Each Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies such Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the hereunder. At any time and from time to time, a Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund. (g) BNY Mellon may apply to an Authorized Person of a Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence, willful misfeasance or reckless disregard of its duties under this Agreement in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon shallhas received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (gh) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (hi) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may consult store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with counsel other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without contrary the BNY Mellon Misconduct Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in accordance a format that identifies Customer-Related Data with a particular Fund. Each Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the advice or opinion of such Fund counselCentralized Functions does not violate any relevant data protection legislation. (i) BNY Mellon shall be responsible for determining Notwithstanding any other provision contained in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution this Agreement or amount received or deemed received bySchedule I attached hereto, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature applicable Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of a Fund’s or Series’ liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which a Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (k) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (l) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund. (lm) Neither BNY Mellon nor a Fund shall be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, labor difficulties within or without such entity, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (n) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.

Matters Regarding BNY Mellon. (a) Subject to the direction and control of each the Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to eachthe Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto. (b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder)expense, office space, facilities, equipment, personnel equipment and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-aroundpersonnel. (c) BNY Mellon shall not provide any services under this Agreement relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any Fund the Fund, maintenance of the Fund’s financial records or other services normally performed by the Funds’ respective Fund’s counsel or independent auditors auditor and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a the Fund or any other person, and each the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from The scope of services provided by BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund Agreement shall not be required to accept such proposal. Similarly, increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the money market fund reforms announced by Fund, unless the SEC Fund and BNY Mellon expressly agree in 2014, writing to any such increase in the parties hereto agree to reviewscope of services. (d) Each The Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, and which in the reasonable opinion of BNY Mellon has informed the Fund in writing that it reasonably believes Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as . BNY Mellon utilized shall not be liable for any loss, damage or expense resulting from or arising out of the data failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as contemplated provided herein and shall be held harmless by this Agreement the Fund when acting in reliance upon such information, documents or as otherwise instructed advice relating to the Fund, except where such loss, damage or expense is related to BNY Mellon’s negligence, willful misconduct, reckless disregard of its obligations or duties hereunder or bad faith. All fees or costs charged by an Authorized Personsuch persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a the Fund, or by any affiliate of such the Fund or by any other third party service provider to such the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized oror subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. (e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services. (f) Each The Fund shall furnish BNY Mellon with any and all Instructionsinstructions, explanations, information, specifications, Documents specifications and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts)expenses, and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event The Fund shall also furnish BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, Mellon with bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, if BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which hereunder. At any time and from time to time, the Fund directs also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to utilizeuse such information in its calculations hereunder. BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service unless such securities pricing vendors are mutually agreed to by parties hereto in advance. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, except in accordance with Instructions from an Authorized Person, it being agreed that all such determinations and considerations shall be solely for the Fund. Notwithstanding the foregoing, BNY Mellon shallshall provide a high-level check on the reliability of the pricing information received from securities pricing vendors by performing tolerance verification steps as may be mutually agreed upon in writing from time to time between the parties hereto. (g) BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith without negligence, reckless disregard of its obligations or duties hereunder or willful misconduct in accordance with such Instructions. Such application for Instructions shall be provided within a reasonable period of time depending on the circumstances prior to the proposed action, which shall not exceed ten (10) days, and shall set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted. (h) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or moremore affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNY Mellon may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund. The Fund confirms that it is authorized to consent to the foregoing and that the disclosure and storage of information in connection with the Centralized Functions does not violate any relevant data protection legislation. (hi) BNY Mellon may consult with counsel to the appropriate Fund, at such FundBNY Mellon’s sole expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct negligence, reckless disregard of its obligations or duties hereunder or willful misconduct in accordance with the advice or opinion of such Fund counsel. (ij) Notwithstanding any other provision contained in this Agreement or Schedule I attached hereto, BNY Mellon shall be responsible for determining in accordance have no duty or obligation with U.S. tax laws and regulationsrespect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events events, (eachiii) the taxable nature or taxable amount of any distribution or dividend paid, a “BNYM Tax Determination”payable or deemed paid, by the Fund to its shareholders; or (iv) and agrees to process such securities the effect under any federal, state or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part foreign income tax laws of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax DeterminationFund making or not making any distribution or dividend payment, or any election with respect thereto. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be is solely responsible for determining processing such securities, as identified by the taxable nature Fund or taxable amount of any Fund level distribution or dividendits Authorized Persons, or the effect under any federal, state or foreign income in accordance with U.S. tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect theretoand regulations. (jk) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), and no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement. (kl) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of the Fund. In the event BNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its judgment deems reliable, BNY Mellon shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing and subject to the high-level check on the reliability of the pricing information described in Section 5(f) above, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (m) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such the Fund. (ln) BNY Mellon shall not be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances that, after taking commercially reasonable measures, are beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, labor difficulties without BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party engaged by the Fund, failure of the mails, communications or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon to supply any instructions, explanations, information, specifications or documentation deemed necessary by BNY Mellon in the performance of its duties under this Agreement. (o) Upon the occurrence of any such delay or failure, BNY Mellon shall use commercially reasonable efforts for providers of the services contemplated herein to resume performance as soon as practicable under the circumstances. BNY Mellon further represents that it has developed and implemented commercially reasonable, for the providers of the services contemplated herein, business continuity and disaster recovery policies, procedures and facilities. (p) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by XXX Xxxxxx Xxxxxxxxxx. (x) XXX Xxxxxx agrees to provide an annual report (Service Organization Control Report SOC 1SM1 1 SOC 1 is a service xxxx of the American Institute of Certified Public Accountants (AICPA), which reserves all rights. ) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable requestown negligence, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer intentional misconduct, bad faith or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described reckless disregard in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy performance of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402. (n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services duties under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.