Common use of Notes and Conditions Related to Transfer Agency Services Clause in Contracts

Notes and Conditions Related to Transfer Agency Services. 1. Citi may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Fund about the legality and validity of the issuance. 2. Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Citi or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the Fund’s Procedures, Citi’s operational procedures and/or Citi’s AML Program: (i) (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or (ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary. 3. If the Fund fails to settle any trade of Shares (a “settlement failure”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“NSCC”), the Fund shall, prior to one hour before the next settlement of Shares, (i) notify Citi about the settlement failure and (ii) provide Citi with a description of the specific remedial and prospective actions proposed to be taken by the Fund in order to remedy such settlement failure and avoid any settlement failures in the future (a “remediation plan”). If (i) the Fund fails to notify Citi about a settlement failure on a timely basis and (ii) the Fund fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Citi’s reasonable opinion), then, upon written notice to the Fund, Citi may terminate the performance of any NSCC services rendered to the Fund hereunder immediately and without penalty. 4. If Citi is or, in Citi’s reasonable opinion, Citi may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “NSCC sanction”) as a result of the activities of the Fund or its respective agents, then Citi may, in its sole discretion, demand, in writing, that the Fund provide Citi with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Fund does not, within seven (7) days of such demand provide adequate assurances satisfactory to Citi in response to any NSCC sanction, then, upon written notice to the Fund, Citi may terminate the performance of any NSCC related services rendered to the Fund under this Agreement immediately and without penalty. 5. Notwithstanding the foregoing, Citi may terminate the performance of any NSCC related services rendered to the Fund under this Agreement immediately and without penalty upon written notice to the Fund if Citi is subject to more than one NSCC sanction by the NSCC during the term of this Agreement. 6. The Fund acknowledges receipt of a copy of Citi’s policy related to the acceptance of trades for prior day processing as adopted by the Board in January 2012. Citi may amend Citi As-of Trading Policy from time to time with the consent of the Fund. Citi may apply Citi As-of Trading Policy whenever applicable, unless Citi agrees in writing to process trades according to such other as-of trading policy as may be adopted by the Fund and furnished to Citi by the Fund. 7. The Fund acknowledges and agrees that deviations requested by the Fund from Citi’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss. Citi may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Fund revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi acts in good faith, Citi shall have no liability for any loss, liability, expenses or damages to the Fund or any Shareholder resulting from such an Exception. 8. Fund represents and warrants that: (a) (i) by virtue of its Charter, Shares that are redeemed by the Fund may be resold by the Fund and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act. (i) The Fund has adopted the AML Program, which has been provided to Citi and the Fund’s AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Fund with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to Citi, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Fund will submit any material amendments to the AML Program to Citi for Citi’s review and consent prior to adoption. 9. Subject to its obligations herein with respect to “blue sky” filings, Citi shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares.

Notes and Conditions Related to Transfer Agency Services. 1. Citi Service Provider may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Fund Client about the legality and validity of the issuance. 2. Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Citi Service Provider or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the FundClient’s Procedures, CitiService Provider’s operational procedures and/or CitiService Provider’s AML Program: (i) (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or (ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary. 3. If the Fund Client fails to settle any trade of Shares (a “settlement failure”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“NSCC”), the Fund Client shall, prior to one hour before the next settlement of Shares, (i) notify Citi Service Provider about the settlement failure and (ii) provide Citi Service Provider with a description of the specific remedial and prospective actions proposed to be taken by the Fund Client in order to remedy such settlement failure and avoid any settlement failures in the future (a “remediation plan”). If (i) the Fund Client fails to notify Citi Service Provider about a settlement failure on a timely basis and (ii) the Fund Client fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Citi’s Service Provider's reasonable opinion), then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC services rendered to the Fund Client hereunder immediately and without penalty. 4. If Citi Service Provider is or, in CitiService Provider’s reasonable opinion, Citi Service Provider may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “NSCC sanction”) as a result of the activities of the Fund Client or its respective agents, then Citi Service Provider may, in its sole discretion, demand, in writing, that the Fund Client provide Citi Service Provider with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Fund Client does not, within seven (7) days of such demand provide adequate assurances satisfactory to Citi Service Provider in response to any NSCC sanction, then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty. 5. Notwithstanding the foregoing, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty upon written notice to the Fund Client if Citi Service Provider is subject to more than one NSCC sanction by the NSCC during the term of this Agreement. 6. The Fund Client acknowledges receipt of a copy of CitiService Provider’s policy related to the acceptance of trades for prior day processing as adopted by (the Board in January 2012“Service Provider As-of Trading Policy”). Citi Service Provider may amend Citi Service Provider As-of Trading Policy from time to time with in its sole discretion, but will provide notice to the consent Client of the Fundsuch amendment. Citi Service Provider may apply Citi Service Provider As-of Trading Policy whenever applicable, unless Citi Service Provider agrees in writing to process trades according to such other as-of trading policy as may be adopted by the Fund Client and furnished to Citi Service Provider by the FundClient. 7. The Fund Client acknowledges and agrees that deviations requested by the Fund Client from CitiService Provider’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss. Citi Service Provider may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Fund Client revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi Service Provider acts in good faith, Citi Service Provider shall have no liability for any loss, liability, expenses or damages to the Fund Client or any Shareholder resulting from such an Exception. 8. Fund Service Provider is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Client with such bank or banks as are acceptable to the Client, as may be necessary or appropriate from time to time in connection with the transfer agency services to be performed hereunder. The Client shall be deemed to be the customer of such bank or banks for purposes of such accounts and shall execute all requisite account opening documents in connection with such accounts. To the extent that the performance of such services hereunder shall require Service Provider to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes hereunder, the Client shall provide such bank or banks with all instructions and authorizations necessary for Service Provider to effect such disbursements. 9. Client represents and warrants that: (a) (i) by virtue of its Charter, Shares that are redeemed by the Fund Client may be resold by the Fund Client and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act. (i) The Fund Client has adopted the AML Program, which has been provided to Citi Service Provider and the FundClient’s AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Fund Client with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to CitiService Provider, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Fund Client will submit any material amendments to the AML Program to Citi Service Provider for CitiService Provider’s review and consent prior to adoption. 910. Subject to its obligations herein with respect to “blue sky” filings, Citi Service Provider shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares. The Service Provider’s delivery of the Services is dependent upon: (A) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing information and, as applicable, Instructions to the Service Provider promptly, accurately and in agreed formats and by agreed media. (B) The Client and its employees, agents, subcontractors and predecessor service providers cooperating where reasonably required with the Service Provider. (C) The communications systems operated by the Client and third parties (other than Administrative Support Providers) in respect of activities that interface with the Services remaining fully operational. (D) The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider by Persons for whom the Service Provider is not responsible under the Agreement. (E) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing the Service Provider with any reasonable assistance and cooperation requested by the Service Provider in connection with the management and resolution of discrepancies requiring escalation between the Parties. (F) The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services. (G) The Client and any third parties that are not the agents or employees of the Service Provider meeting their respective responsibilities, as set forth in the Agreement and, with respect to such third parties, as listed in the Services Schedule or agreed by the Client or such third parties from time to time, including applicable cut-off times. 1. FEES

Notes and Conditions Related to Transfer Agency Services. 1. Citi Service Provider may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Fund Funds about the legality and validity of the issuance. 2. Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Citi Service Provider or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the FundClient’s or Funds’ Procedures, CitiService Provider’s operational procedures and/or CitiService Provider’s AML Program: (i) (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or (ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary. 3. If the Client or a Fund fails to settle any trade of Shares (a “settlement failure”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“NSCC”), the Fund Client shall, prior to one hour before the next settlement of Shares, (i) notify Citi Service Provider about the settlement failure and (ii) provide Citi Service Provider with a description of the specific remedial and prospective actions proposed to be taken by the Fund Client in order to remedy such settlement failure and avoid any settlement failures in the future (a “remediation plan”). If (i) the Fund Client fails to notify Citi Service Provider about a settlement failure on a timely basis and (ii) the Fund Client fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in CitiService Provider’s reasonable opinion), then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC services rendered to the Fund Client hereunder immediately and without penalty. 4. If Citi Service Provider is or, in CitiService Provider’s reasonable opinion, Citi Service Provider may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “NSCC sanction”) as a result of the activities of the Fund Client or its respective agents, then Citi Service Provider may, in its sole discretion, demand, in writing, that the Fund Client provide Citi Service Provider with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Fund Client does not, within seven (7) days of such demand provide adequate assurances satisfactory to Citi Service Provider in response to any NSCC sanction, then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty. 5. Notwithstanding the foregoing, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty upon written notice to the Fund Client if Citi Service Provider is subject to more than one NSCC sanction by the NSCC during the term of this Agreement. 6. The Fund Service Provider acknowledges receipt of a copy of CitiClient’s policy related to the acceptance of trades for prior day processing as adopted by (the Board in January 2012“As-of Trading Policy”). Citi Client may amend Citi As-of Trading Policy from time to time with in its sole discretion, but will provide notice to the consent Service Provider of such amendment. If the Fund. Citi may apply Citi amended As-of Trading Policy whenever applicablehas a material impact on the Service Provider’s procedures or risk profile, unless Citi agrees Service Provider and Client agree to amend this Services Agreement in writing good faith. Service Provider is deemed to process trades according to such other asbe an affiliated transfer agent for purposes of the As-of trading policy as may be adopted by Trading Policy. Service Provider will apply the Fund provisions of the As-of Trading Policy, including but not limited to monitoring, billing and furnished to Citi by the Fundcollecting. 7. The Fund Client acknowledges and agrees that deviations requested by the Fund Client from CitiService Provider’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss. Citi Service Provider may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Fund Client revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi Service Provider acts in good faith, Citi Service Provider shall have no liability for any loss, liability, expenses or damages to the Fund Client or any Shareholder resulting from such an Exception. 8. Fund Service Provider is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Client with such bank or banks as are acceptable to the Client, as may be necessary or appropriate from time to time in connection with the transfer agency services to be performed hereunder. The Client shall be deemed to be the customer of such bank or banks for purposes of such accounts and shall execute all requisite account opening documents in connection with such accounts. To the extent that the performance of such services hereunder shall require Service Provider to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes hereunder, the Client shall provide such bank or banks with all instructions and authorizations necessary for Service Provider to effect such disbursements. 9. Client represents and warrants that: (a) (i) by virtue of its Charter, Shares that are redeemed by the Fund Funds may be resold by the Fund Funds and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act. (i) The Fund has Funds have adopted the AML Program, which has been provided to Citi Service Provider and the Fund’s Funds’ AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Fund with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in Laws”)in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to CitiService Provider, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Fund Client will submit any material amendments to the AML Program to Citi Service Provider for CitiService Provider’s review and consent prior to adoption. 910. Subject to its obligations herein with respect to “blue sky” filings, Citi Service Provider shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares. 1. Blue Sky Exemption Services

Notes and Conditions Related to Transfer Agency Services. 1. Citi Service Provider may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Fund Client about the legality and validity of the issuance. 2. Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Citi Service Provider or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the FundClient’s Procedures, CitiService Provider’s operational procedures and/or CitiService Provider’s AML Program: (i) (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or (ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary. 3. If the Fund Client fails to settle any trade of Shares (a “settlement failure”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“NSCC”), the Fund Client shall, prior to one hour before the next settlement of Shares, (i) notify Citi Service Provider about the settlement failure and (ii) provide Citi Service Provider with a description of the specific remedial and prospective actions proposed to be taken by the Fund Client in order to remedy such settlement failure and avoid any settlement failures in the future (a “remediation plan”). If (i) the Fund Client fails to notify Citi Service Provider about a settlement failure on a timely basis and (ii) the Fund Client fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Citi’s Service Provider's reasonable opinion), then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC services rendered to the Fund Client hereunder immediately and without penalty. 4. If Citi Service Provider is or, in CitiService Provider’s reasonable opinion, Citi Service Provider may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “NSCC sanction”) as a result of the activities of the Fund Client or its respective agents, then Citi Service Provider may, in its sole discretion, demand, in writing, that the Fund Client provide Citi Service Provider with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Fund Client does not, within seven (7) days of such demand provide adequate assurances satisfactory to Citi Service Provider in response to any NSCC sanction, then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty. 5. Notwithstanding the foregoing, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty upon written notice to the Fund Client if Citi Service Provider is subject to more than one NSCC sanction by the NSCC during the term of this Agreement. 6. The Fund Client acknowledges receipt of a copy of CitiService Provider’s policy related to the acceptance of trades for prior day processing as adopted by (the Board in January 2012“Service Provider As-of Trading Policy”). Citi Service Provider may amend Citi Service Provider As-of Trading Policy from time to time with in its sole discretion, but will provide notice to the consent Client of the Fundsuch amendment. Citi Service Provider may apply Citi Service Provider As-of Trading Policy whenever applicable, unless Citi Service Provider agrees in writing to process trades according to such other as-of trading policy as may be adopted by the Fund Client and furnished to Citi Service Provider by the FundClient. 7. The Fund Client acknowledges and agrees that deviations requested by the Fund Client from CitiService Provider’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss. Citi Service Provider may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Fund Client revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi Service Provider acts in good faith, Citi Service Provider shall have no liability for any loss, liability, expenses or damages to the Fund Client or any Shareholder resulting from such an Exception. 8. Fund Service Provider is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Client with such bank or banks as are acceptable to the Client, as may be necessary or appropriate from time to time in connection with the transfer agency services to be performed hereunder. The Client shall be deemed to be the customer of such bank or banks for purposes of such accounts and shall execute all requisite account opening documents in connection with such accounts. To the extent that the performance of such services hereunder shall require Service Provider to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes hereunder, the Client shall provide such bank or banks with all instructions and authorizations necessary for Service Provider to effect such disbursements. 9. Client represents and warrants that: (a) (i) by virtue of its Charter, Shares that are redeemed by the Fund Client may be resold by the Fund Client and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act. (i) The Fund Client has adopted the AML Program, which has been provided to Citi Service Provider and the FundClient’s AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Fund Client with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to CitiService Provider, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Fund Client will submit any material amendments to the AML Program to Citi Service Provider for CitiService Provider’s review and consent prior to adoption. 910. Subject to its obligations herein with respect to “blue sky” filings, Citi Service Provider shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares. Profile II Services. Service Provider will populate the Mutual Fund Profile II database (“Profile II”) of the National Securities Clearing Corporation (“NSCC”) with the appropriate data for the pertinent record types with respect to the Funds. Service Provider will obtain the information set forth above from Service Provider’s internal records, Fund prospectuses and other Fund documents, and third parties that provide services to the Funds or to Service Provider. Service Provider will use all commercially reasonable efforts to ensure that such information is accurate and updated on a timely basis, but Service Provider cannot guarantee that such information will be accurate or timely updated. Notwithstanding any provision of this Agreement to the contrary, Service Provider’s aggregate liability for any and all claims with respect to the Profile II services described above will be limited to the amount of actual monetary damages sustained by the Client, not to exceed the amount of fees paid to Service Provider by the Client for the Profile II services during the 12 months immediately preceding the date on which Service Provider receives written notice of the first damages claim related to the Profile II services. The Service Provider’s delivery of the Services is dependent upon: (A) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing information and, as applicable, Instructions to the Service Provider promptly, accurately and in agreed formats and by agreed media. (B) The Client and its employees, agents, subcontractors and predecessor service providers cooperating where reasonably required with the Service Provider. (C) The communications systems operated by the Client and third parties (other than Administrative Support Providers) in respect of activities that interface with the Services remaining fully operational. (D) The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider by Persons for whom the Service Provider is not responsible under the Agreement. (E) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing the Service Provider with any reasonable assistance and cooperation requested by the Service Provider in connection with the management and resolution of discrepancies requiring escalation between the Parties. (F) The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services. (G) The Client and any third parties that are not the agents or employees of the Service Provider meeting their respective responsibilities, as set forth in the Agreement and, with respect to such third parties, as listed in the Services Schedule or agreed by the Client or such third parties from time to time, including applicable cut-off times. 1. FEES

Notes and Conditions Related to Transfer Agency Services. 1. Citi Service Provider may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Fund Funds about the legality and validity of the issuance. 2. Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Citi Service Provider or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the FundClient’s or Funds’ Procedures, CitiService Provider’s operational procedures and/or CitiService Provider’s AML Program: (i) (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or (ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary. 3. If the Client or a Fund fails to settle any trade of Shares (a “settlement failure”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“NSCC”), the Fund Client shall, prior to one hour before the next settlement of Shares, (i) notify Citi Service Provider about the settlement failure and (ii) provide Citi Service Provider with a description of the specific remedial and prospective actions proposed to be taken by the Fund Client in order to remedy such settlement failure and avoid any settlement failures in the future (a “remediation plan”). If (i) the Fund Client fails to notify Citi Service Provider about a settlement failure on a timely basis and (ii) the Fund Client fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in CitiService Provider’s reasonable opinion), then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC services rendered to the Fund Client hereunder immediately and without penalty. 4. If Citi Service Provider is or, in CitiService Provider’s reasonable opinion, Citi Service Provider may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “NSCC sanction”) as a result of the activities of the Fund Client or its respective agents, then Citi Service Provider may, in its sole discretion, demand, in writing, that the Fund Client provide Citi Service Provider with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Fund Client does not, within seven (7) days of such demand provide adequate assurances satisfactory to Citi Service Provider in response to any NSCC sanction, then, upon written notice to the FundClient, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty. 5. Notwithstanding the foregoing, Citi Service Provider may terminate the performance of any NSCC related services rendered to the Fund Client under this Agreement immediately and without penalty upon written notice to the Fund Client if Citi Service Provider is subject to more than one NSCC sanction by the NSCC during the term of this Agreement. 6. The Fund Service Provider acknowledges receipt of a copy of CitiClient’s policy related to the acceptance of trades for prior day processing as adopted by (the Board in January 2012“As-of Trading Policy”). Citi Client may amend Citi As-of Trading Policy from time to time with in its sole discretion, but will provide notice to the consent Service Provider of such amendment. If the Fund. Citi may apply Citi amended As-of Trading Policy whenever applicablehas a material impact on the Service Provider’s procedures or risk profile, unless Citi agrees Service Provider and Client agree to amend this Services Agreement in writing good faith. Service Provider is deemed to process trades according to such other asbe an affiliated transfer agent for purposes of the As-of trading policy as may be adopted by Trading Policy. Service Provider will apply the Fund provisions of the As-of Trading Policy, including but not limited to monitoring, billing and furnished to Citi by the Fundcollecting. 7. The Fund Client acknowledges and agrees that deviations requested by the Fund Client from CitiService Provider’s written transfer agent compliance procedures (“Exceptions”) may involve operational and compliance risks, including a substantial risk of loss. Citi Service Provider may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Fund Client revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi Service Provider acts in good faith, Citi Service Provider shall have no liability for any loss, liability, expenses or damages to the Fund Client or any Shareholder resulting from such an Exception. 8. Fund Service Provider is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Client with such bank or banks as are acceptable to the Client, as may be necessary or appropriate from time to time in connection with the transfer agency services to be performed hereunder. The Client shall be deemed to be the customer of such bank or banks for purposes of such accounts and shall execute all requisite account opening documents in connection with such accounts. To the extent that the performance of such services hereunder shall require Service Provider to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes hereunder, the Client shall provide such bank or banks with all instructions and authorizations necessary for Service Provider to effect such disbursements. 9. Client represents and warrants that: (a) (i) by virtue of its Charter, Shares that are redeemed by the Fund Funds may be resold by the Fund Funds and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act. (i) The Fund has Funds have adopted the AML Program, which has been provided to Citi Service Provider and the Fund’s Funds’ AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Fund with applicable anti-money laundering Laws and regulations (collectively, the “Applicable AML Laws”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to CitiService Provider, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Fund Client will submit any material amendments to the AML Program to Citi Service Provider for CitiService Provider’s review and consent prior to adoption. 910. Subject to its obligations herein with respect to “blue sky” filings, Citi Service Provider shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares. 11. USE OF THE PORTAL IS “AS IS” AND SERVICE PROVIDER WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM USE OF THE PORTAL. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES CONCERNING THE PORTAL, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12. The parties to this Agreement acknowledge that the content and the design of Portal (excluding Fund information) are valuable trade secrets. Accordingly, the Client agrees not to (a) copy or duplicate the Portal; (b) reverse engineer, decompile or disassemble the Portal; (c) make derivative works therefrom; or (d) modify the Portal without Service Provider’s consent.