Common use of Scope of Appointment Clause in Contracts

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the Issuer’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Issuer’s periodic withdrawal payment accounts and other open accounts or similar plans for security holders, if any. C. DST, utilizing TA2000TM, DST’s computerized data processing system for security holder accounting (the “TA2000 System”) and in accordance with the terms and conditions of this Agreement, will perform the following services as transfer and dividend disbursing agent for the Issuer, and as agent of the Issuer for security holder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry shares; (ii) maintaining security holder accounts on the records of the Issuer on the TA2000 System; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, and transfer of shares in such accounts through systems or applications offered to its participants by NSCC (the “Programs”) in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the Issuers’ banks for the settlement of transactions between the Issuers and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected Issuer’s records on TA2000 in accordance with the applicable Program’s rules for and those broker-dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder accounts on TA2000 through the Programs; (vii) providing transaction journals; (viii) once annually preparing security holder meeting lists for use in connection with the annual meeting and certifying a copy of such list; (ix) mailing security holder reports and prospectuses; (x) withholding, as required by federal law, taxes on security holder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 and performing and paying backup withholding as required for all security holders; (xi) disbursing income dividends and capital gains distributions to security holders and recording reinvestment of dividends and distributions in shares of the Issuer; (xii) preparing and mailing confirmation forms to security holders and intermediaries for security holders, as instructed, for all purchases and liquidations of shares of the Issuer and other confirmable transactions in security holders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Issuer to account for all transactions on TA2000 in the Issuer shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Issuer’s managing dealer or distributor (Triloma Securities, LLC, hereinafter “managing dealer”) or any other Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer; (xvi) receiving correspondence pertaining to any former, existing or new security holder account, processing such correspondence for proper recordkeeping, and responding promptly to security holder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of security holder statements to security holders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally on the date of receipt, purchases or instructions to settle any mail or wire order purchases received in proper order as set forth in the prospectus and rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Issuers on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xx) providing to the Issuer escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow DST’s standard business practice in an attempt to cure new business and transactional related requests when those items submitted are not in good order for processing based on either Triloma business and legal requirements, or by common industry business standards of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistance. E. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “no transaction fee” program (“NTF”), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions, (the “Exception Services”). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Issuer’s instructions, prospectus or application as amended from time to time, for the Issuer provided (i) DST is advised in advance by the Issuer of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer of the amount of such increase and if the Issuer elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Issuer shall add all new programs to the TA2000 System upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the new programs are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs shall be as set forth in Exhibit A.3, as hereinafter defined, for the remainder of the contract term except as such programs use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST’s then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agreement or any provisions of any exhibit or other attachment to this Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Issuer with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) — it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders and security holder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Issuer); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Issuer. The Issuer agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. Additionally, upon Issuer’s request DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, to perform the services outlined in Exhibit C, attached hereto (the “Print Services”) for the fees and charges specified therein.

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the Issuer’s Fund's Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Issuer’s Fund's periodic withdrawal payment accounts and other open accounts or similar plans for security holderssecurityholders, if any. C. The Fund agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its securityholder account records. D. DST, utilizing TA2000TM, DST’s 's computerized data processing system for security holder securityholder accounting (the “"TA2000 System”") and in accordance with the terms and conditions of this Agreement, will perform the following services as transfer and dividend disbursing agent for the IssuerFund, and as agent of the Issuer Fund for security holder securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry sharescanceling share certificates; (ii) maintaining security holder accounts on the records of the Issuer on the TA2000 SystemSystem securityholder accounts; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and transfer exchange of shares in such accounts through systems or applications offered to its participants Fund/SERV (Networking and Fund/SERV being programs operated by NSCC the National Securities Clearing Corporation (the “ProgramsNSCC”) on behalf of NSCC’s participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the IssuersFunds’ banks for the settlement of transactions between the Issuers Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected IssuerFund’s records on TA2000 in accordance with the applicable ProgramNSCC’s Networking and Fund/SERV rules for and those broker-dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder securityholder accounts on TA2000 through the ProgramsNetworking; (vii) providing transaction journals; (viii) once annually preparing security holder securityholder meeting lists for use in connection with the annual meeting and certifying a copy of such list; (ix) mailing security holder securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on security holder securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 1042S and performing and paying backup withholding as required for all security holderssecurityholders; (xi) disbursing income dividends and capital gains distributions to security holders securityholders and recording reinvestment of dividends and distributions in shares of the IssuerFund; (xii) preparing and mailing confirmation forms to security holders securityholders and intermediaries for security holdersdealers, as instructed, for all purchases and liquidations of shares of the Issuer Fund and other confirmable transactions in security holders’ securityholders' accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer Fund or its management company; (xiv) maintaining those records necessary to carry out DST’s 's duties hereunder, including all information reasonably required by the Issuer Fund to account for all transactions on TA2000 in the Issuer Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Issuer’s managing dealer Fund's principal underwriter or distributor (Triloma Securities, LLC, hereinafter “managing dealer”"principal underwriter") or any other an Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer principal underwriter and disbursing such commissions to the managing dealerprincipal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new security holder securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to security holder securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of security holder securityholder statements to security holders securityholders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus and prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and causing exchanges of shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Issuers Funds on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xx) providing to the Issuer Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; TA2000 and (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow A. For clarification, with respect to Blue Sky obligations, the Fund is responsible any registration or filing with a federal or state government body or obtaining approval from such body required for the sale of shares of the Fund in each jurisdiction in which it is sold. DST’s standard business practice sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000. It is the Fund’s responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby and other applicable reports provided by DST, to ensure accuracy. DST is not responsible in an attempt any way for claims that the sale of shares of the Fund violated any such requirement (unless such violation results from a failure of the DST Blue Sky module to cure new business and transactional related requests when those items submitted are notify the Fund that such sales do not in good order comply with the parameters set by the Fund for processing based on either Triloma business and legal requirements, or by common industry business standards sales to residents of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistancegiven state). E. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. 4.D in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “no transaction fee” program (“NTF”), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder securityholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly normal transactions, (the “Exception Services”). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Issuer’s Fund's instructions, prospectus or application as amended from time to time, for the Issuer Fund provided (i) DST is advised in advance by the Issuer Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s 's cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer Fund of the amount of such increase and if the Issuer Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Issuer Fund shall add all new programs series to the TA2000 System upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the new programs series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs series shall be as set forth in Exhibit A.3A, as hereinafter defined, for the remainder of the contract term except as such programs series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST’s 's then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) — – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the IssuerFund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders securityholders and security holder securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the IssuerFund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the IssuerFund. The Issuer Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer Fund in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. Additionally, upon Issuerreceipt of a Financial Product’s request written request, DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, provide transmissions of shareholder activity to perform the services outlined in Exhibit C, attached hereto (print vendor selected by the “Print Services”) for the fees and charges specified thereinFinancial Product.

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the Issuer’s Fund's Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Issuer’s Fund's periodic withdrawal payment accounts and other open accounts or similar plans for security holdersshareholders, if any. C. The Fund agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its shareholder account records. D. DST, utilizing TA2000TM, DST’s 's computerized data processing system for security holder securityholder accounting (the “"TA2000 System”) and in accordance with the terms and conditions of this Agreement"), will perform the following services as transfer and dividend disbursing agent for the IssuerFund, and as agent of the Issuer Fund for security holder shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry sharescanceling share certificates; (ii) maintaining security holder accounts on the records of the Issuer on the TA2000 SystemSystem shareholder accounts; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and transfer exchange of shares in such accounts through systems or applications offered to its participants Fund/SERV (Networking and Fund/SERV being programs operated by NSCC the National Securities Clearing Corporation ("NSCC") on behalf of NSCC's participants, including the “Programs”) Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the Issuers’ Funds' banks for the settlement of transactions between the Issuers Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected Issuer’s Fund's records on TA2000 in accordance with the applicable Program’s NSCC's Networking and Fund/SERV rules for and those broker-dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder shareholder accounts on TA2000 through the ProgramsNetworking; (vii) providing transaction journals; (viii) once annually preparing security holder shareholder meeting lists for use in connection with the annual meeting a reasonable number of shareholder meetings and certifying a copy of such listlist as requested; (ix) mailing security holder shareholder reports and prospectuses; (x) withholding, as required by federal law, taxes on security holder shareholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 1042S and performing and paying backup withholding as required for all security holdersshareholders; (xi) disbursing income dividends and capital gains distributions to security holders shareholders and recording reinvestment of dividends and distributions in shares of the IssuerFund; (xii) preparing and mailing confirmation forms to security holders shareholders and intermediaries for security holdersdealers, as instructed, for all purchases and liquidations of shares of the Issuer Fund and other confirmable transactions in security holders’ shareholders' accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer Fund or its management companyan Authorized Person; (xiv) maintaining those records necessary to carry out DST’s 's duties hereunderhereunder and those required by the Securities Exchange Act of 1934 and the Investment Company Act of 1940, including all information reasonably required by the Issuer Fund to account for all transactions on TA2000 in the Issuer Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Issuer’s managing dealer Fund's principal underwriter or distributor (Triloma Securities, LLC, hereinafter “managing dealer”"principal underwriter") or any other an Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer principal underwriter and disbursing such commissions to the managing dealerprincipal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new security holder shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to security holder shareholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of security holder shareholder statements to security holders shareholders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally normally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus and prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and causing exchanges of shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviiixix) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Issuers Funds on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); and (xx) providing to the Issuer Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow DST’s standard business practice in an attempt to cure new business and transactional related requests when those items submitted are not in good order for processing based on either Triloma business and legal requirements, or by common industry business standards of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistance. E. At To the extent that such services are not provided to the Fund by agents designated by the Fund under Section 20 of this Agreement, at the request of an Authorized Person, DST shall use its best reasonable efforts to provide the services set forth in Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “"no transaction fee” " program (“"NTF”"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder shareholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactionstransactions (including without limitation price changes and corrective processing), (the “"Exception Services”"). F. DST shall use its best reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Issuer’s Fund's instructions, prospectus or application as amended from time to time, for the Issuer Fund provided (i) DST is advised in advance by the Issuer Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s 's cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer Fund of the amount of such increase and if the Issuer Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Issuer Fund shall have the right to add all new programs series to the TA2000 System upon at least thirty (30) days’ ' prior written notice to DST provided that the requirements of the new programs series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs series shall be as set forth in Exhibit A.3B, as hereinafter defined, for the remainder of the contract term except as such programs series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST’s then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agreement or any provisions of any exhibit or other attachment to this Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — to the extent that DST provides any services under this Agency Agreement that relate to compliance as may be mutually agreed upon by the Issuer with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) — it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders and security holder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Issuer); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Issuer. The Issuer agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. Additionally, upon Issuer’s request DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, to perform the services outlined in Exhibit C, attached hereto (the “Print Services”) for the fees and charges specified therein.

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the IssuerFund’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Issuer’s periodic withdrawal payment accounts and other open accounts or similar plans for security holders, if any. C. The Fund agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its securityholder account records. D. DST, utilizing TA2000TMTA2000tm, DST’s computerized data processing system for security holder securityholder accounting (the “TA2000 System”) and in accordance with the terms and conditions of this Agreement, will perform the following services as transfer and dividend disbursing agent for the IssuerFund, and as agent of the Issuer Fund for security holder securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry shares; (ii) maintaining security holder securityholder accounts on the records of the Issuer Fund on the TA2000 System; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, and transfer of shares in such accounts through systems or applications offered to its participants by NSCC (the “Programs”) in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the Issuers’ banks for the settlement of transactions between the Issuers and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected Issuer’s records on TA2000 in accordance with the applicable Program’s rules for and those broker-dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder accounts on TA2000 through the Programs; (vii) providing transaction journals; (viiiiv) to the extent applicable, mailing securityholder reports and prospectuses; (v) once annually preparing security holder securityholder meeting lists for use in connection with the annual meeting of shareholders of the Fund and certifying a copy of such list; (ix) mailing security holder reports and prospectuses; (xvi) withholding, as required by federal law, taxes on security holder securityholder accounts, preparing, filing and mailing providing, in electronic format, the U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 to Fund’s print vendor of choice and performing and paying backup withholding as required for all security holderssecurityholders; (xivii) disbursing income dividends and capital gains distributions to security holders and recording reinvestment of dividends and distributions in shares of the Issuer; (xii) preparing and mailing confirmation forms to security holders and intermediaries for security holdersextent applicable, as instructed, for all purchases and liquidations of shares of the Issuer and other confirmable transactions in security holders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Issuer to account for all transactions on TA2000 in the Issuer shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and an instructions delivered to DST by the IssuerFund’s managing dealer or distributor (Triloma Securities, LLC, hereinafter “managing dealer”) or any other Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer; (xviviii) disbursing income dividends and distributions and capital gains distributions to securityholders and recording reinvestment of dividends and distributions in shares of the Fund; (ix) preparing and providing, in electronic format, confirmation forms for securityholders to Fund’s print vendor of choice as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in securityholders’ accounts; (x) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xi) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Fund to account for all transactions on TA2000 in the Fund shares; (x) receiving correspondence pertaining to any former, existing or new security holder securityholder account, processing such correspondence correspondence, for proper recordkeeping, and responding promptly to security holder correspondence; securityholder correspondence mailing to dealers confirmations of wire order trades; mailing providing copies of security holder statements securityholder statements, in electronic format, to security holders and registered representatives Fund’s print vendor of dealers choice in accordance with the instructions of an Authorized Person; (xviixi) processing, generally on the date of receipt, purchases or instructions to settle any mail or wire order purchases received in proper order as set forth in the prospectus and rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xviiixii) to the extent applicable, providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of the shares of the Issuers Funds on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xxxiii) providing to the Issuer Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; and (xxixiv) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow A. For clarification, with respect to obligations, the Fund is responsible any registration or filing with a federal or state government body or obtaining approval from such body required for the sale of shares of the Fund in each jurisdiction in which it is sold. DST’s standard business practice sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000. It is the Fund’s responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby and other applicable reports provided by DST, to ensure accuracy. DST is not responsible in an attempt any way for claims that the sale of shares of the Fund violated any such requirement (unless such violation results from a failure of the DST Blue Sky module to cure new business and transactional related requests when those items submitted are notify the Fund that such sales do not in good order comply with the parameters set by the Fund for processing based on either Triloma business and legal requirements, or by common industry business standards sales to residents of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistancegiven state). E. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. 4.D in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “no transaction fee” program (“NTF”), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder securityholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly normal transactions, (the “Exception Services”). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the IssuerFund’s instructions, prospectus or application as amended from time to time, for the Issuer Fund provided (i) DST is advised in advance by the Issuer Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer Fund of the amount of such increase and if the Issuer Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. In addition to those services outlined in this Agreement, DST will perform the following transfer agency services: (1) issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account; and (2) effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation. H. DST will perform the following dividend disbursing services: (1) upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend or distribution, DST shall prepare and disburse such dividend and distribution payments; provided that in advance of such payment the Fund furnishes DST with sufficient funds. The Issuer payment of such funds to DST for the purpose of being available for the payment of dividends or distributions from time to time is not intended by the Fund to confer any rights in such funds on the Fund’s shareholders whether in trust or in contract or otherwise; (2) the Fund hereby authorizes DST to stop payment of checks issued in payment of dividends, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and DST shall add issue and deliver duplicate checks in replacement thereof, and the Fund shall indemnify DST against any loss or damage resulting from reissuance of the checks; and (3) DST is hereby authorized to deduct from all new programs dividends or distributions declared by the Fund and disbursed by DST, as dividend disbursing agent, the tax required to be withheld pursuant to the TA2000 System upon at least thirty (30) days’ prior written notice to DST provided that the requirements Internal Revenue Code of the new programs are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs shall be as set forth in Exhibit A.31986, as hereinafter definedamended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith. I. DST will perform the following dividend reinvestment plan agent services: (1) act as agent for the remainder of the contract term except shareholders pursuant to dividend reinvestment plans, and other investment programs as such programs use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be amended from time to time in accordance with DST’s then-standard pricing schedulethe terms of the agreements relating thereto to which DST is or will be a party; and (2) receive all payments made to the Fund or DST under any dividend reinvestment plan and make all payments required to be made under such plan, including all payments required to be made to the Fund. H. J. The provisions of this Section 4.H 4.J that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agreement or any provisions of any exhibit or other attachment to this Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) — it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the IssuerFund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders securityholders and security holder securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the IssuerFund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the IssuerFund. The Issuer Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x))law, including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer Fund in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. Additionally, upon Issuerreceipt of a Fund’s request written request, DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, provide transmissions of shareholder activity to perform the services outlined in Exhibit C, attached hereto (print vendor selected by the “Print Services”) for the fees and charges specified thereinFund.

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the IssuerFund’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the IssuerFund’s periodic withdrawal payment accounts and other open accounts or similar plans for security holderssecurityholders, if any. C. DST, utilizing TA2000TMTA2000™, DST’s computerized data processing system for security holder securityholder accounting (the “TA2000 System”) and in accordance with the terms and conditions of this Agreement, will perform the following services as transfer and dividend disbursing agent for the IssuerFund, and as agent of the Issuer Fund for security holder securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry sharescanceling share certificates; (ii) maintaining security holder accounts on the records of the Issuer on the TA2000 SystemSystem securityholder accounts; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and transfer exchange of shares in such accounts through systems or applications offered to its participants Fund/SERV (Networking and Fund/SERV being programs operated by NSCC the National Securities Clearing Corporation (the “ProgramsNSCC”) on behalf of NSCC’s participants, including the Fund), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the Issuers’ Fund’s banks for the settlement of transactions between the Issuers Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected IssuerFund’s records on TA2000 in accordance with the applicable ProgramNSCC’s Networking and Fund/SERV rules for and those broker-broker- dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder securityholder accounts on TA2000 through the ProgramsNetworking; (vii) providing transaction journals; (viii) once annually preparing security holder securityholder meeting lists for use in connection with the annual meeting shareholder meetings and certifying a copy of such list; (ix) mailing security holder securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on security holder securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 1042S and performing and paying backup withholding as required for all security holderssecurityholders; (xi) disbursing income dividends and capital gains distributions to security holders securityholders and recording reinvestment of dividends and distributions in shares of the IssuerFund; (xii) preparing and mailing confirmation forms to security holders securityholders and intermediaries for security holdersdealers, as instructed, for all purchases and liquidations of shares of the Issuer Fund and other confirmable transactions in security holderssecurityholders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer Fund or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Issuer Fund to account for all transactions on TA2000 in the Issuer Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the IssuerFund’s managing dealer principal underwriter or distributor (Triloma Securities, LLC, hereinafter “managing dealerprincipal underwriter”) or any other an Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer principal underwriter and disbursing such commissions to the managing dealerprincipal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new security holder securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to security holder securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of security holder securityholder statements to security holders securityholders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus and prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and causing exchanges of shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Issuers Funds on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xx) providing to the Issuer Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; TA2000 and (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow A For clarification, with respect to Blue Sky obligations, the Fund is responsible for any registration or filing with a federal or state government body or obtaining approval from such body required for the sale of shares of the Fund in each jurisdiction in which it’s sold. DST’s standard business practice sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000. It is the Fund’s responsibility to validate that the Blue Sky module settings are accurate and complete and validate the output produced thereby and other applicable reports provided by DST, to ensure accuracy. DST is not responsible in an attempt any way for claims that the sale of shares of the Fund violated any such requirement (unless such violation results from a failure of the DST Blue Sky module to cure new business and transactional related requests when those items submitted are notify the Fund that such sales do not in good order comply with the parameters set by the Fund for processing based on either Triloma business and legal requirements, or by common industry business standards sales to residents of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistancegiven state). E. D. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. 4.C in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “no transaction fee” program (“NTF”), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder securityholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly normal transactions, (the “Exception Services”). F. E. DST shall use reasonable efforts to provide, reasonably provide promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the IssuerFund’s instructions, prospectus or application as amended from time to time, for the Issuer Fund provided (i) DST is has been advised in advance by the Issuer Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer Fund of the amount of such increase and if the Issuer Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. F. The Issuer Fund shall add all new programs series to the TA2000 System upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the new programs series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs series shall be as set forth in Exhibit A.3A, as hereinafter defined, for the remainder of the contract term except as such programs series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST’s then-standard pricing schedule. H. G. The provisions of this Section 4.H 4.G that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x4.C(x) — – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer Fund and that DST will not make any judgments or exercise any discretion of any kindkind (except to the extent of making mathematical calculations and completing forms), and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the IssuerFund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders securityholders and security holder securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the IssuerFund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the IssuerFund. The Issuer Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x4. C(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer Fund in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. H. Additionally, upon Issuer’s request DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, to perform the services outlined in Exhibit CF, attached hereto (the “Print Services”) for the fees and charges specified therein. I. DST shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. DST’s performance of the services under this Agreement will be measured against service level standards (“SLAs”), which have been established in good faith by mutual written agreement of the parties and which are made a part of this Agreement as Exhibit G, attached hereto. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. In regards to the SLAs, the parties further agree that: (1) The SLA measuring period will take effect on the first day of the second full month commencing after the effective date of this Agreement. (2) DST will thereafter report results monthly. (3) In the event DST fails to perform the same specific SLA at the stated Service Level for four (4) consecutive months in any rolling twelve (12) month period, the Fund may terminate the Agreement upon sixty (60) days prior written notice, which notice shall be given within thirty (30) days after the right to terminate accrued, without the payment of any termination fee. For clarification, the right of termination under this Section shall be the Fund’s sole remedy in the event of DST’s failure to meet a SLA hereunder. (4) DST shall not be obligated to meet such performance standards where DST’s failure to meet the standard arises out of or results from (i) a failure, inadequacy in the performance of or unavailability of communication lines or communication facilities (including the equipment or computer being used to access the communication lines) outside of the DST Facilities; (ii) a failure, inadequacy in the performance or unavailability of the Internet; (iii) failures to perform caused by third parties (including the Fund) whose actions are beyond DST’s reasonable control; (iv) a disaster beyond DST’s reasonable control which requires DST to process at its disaster recovery facility; or (vi) a failure to perform properly or timely by a third party whose performance is a prerequisite for DST’s performance, e.g., if the services of DTC/NSCC are used by the Fund in the conduct of its operations or business, the DTC/NSCC transmission must be received by DST and the Fund must have successfully completed the DDPS stream and allowed DST access to the on-lines no later than 9:00 pm before DST can commence nightly processing. A delay in any of the foregoing will cause delays in the availability of the online system, reports, DTC/NSCC files, print files, outbound transmissions, and related matters for which DST is not responsible. (5) Insofar as the timely availability of any DST System or service depends on equipment under the control of the Fund (e.g., and without limitation, the Fund’s network, file servers and workstations), the Fund is responsible for the proper functioning of such equipment and that such equipment properly utilizes DST’s software, data and Services. DST shall have no responsibility or liability for the unavailability of a system or Service to the extent such unavailability was caused by the improper functioning of the Fund’s equipment. A service or report shall be available for look up or transmission when it is available in the DST Output Queue. (6) Certain pre-planned extraordinary events (e.g. major hardware, software installations) may temporarily affect DST’s ability to achieve the service levels set forth on Exhibit G and, provided DST gives the Fund advance written notice of such events, DST shall not be obligated to meet such performance standards if failure to meet such standards is caused by such event for a period of time no greater than during the pendency of such event. Notwithstanding the above, such pre-planned extraordinary events outside of DST’s normal maintenance window shall not exceed twenty-four (24) hours in any six (6) month period.

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the IssuerFund’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the IssuerFund’s periodic withdrawal payment accounts and other open accounts or similar plans for security holderssecurityholders, if any. C. DST, utilizing TA2000TMTA2000(Tm), DST’s computerized data processing system for security holder securityholder accounting (the “TA2000 System”) and in accordance with the terms and conditions of this Agreement, will perform the following services as transfer and dividend disbursing agent for the IssuerFund, and as agent of the Issuer Fund for security holder securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry sharescanceling share certificates; (ii) maintaining security holder accounts on the records of the Issuer on the TA2000 SystemSystem securityholder accounts; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and transfer exchange of shares in such accounts through systems or applications offered to its participants Fund/SERV (Networking and Fund/SERV being programs operated by NSCC the National Securities Clearing Corporation (the “ProgramsNSCC”) on behalf of NSCC’s participants, including the Fund), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the Issuers’ Fund’s banks for the settlement of transactions between the Issuers Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected IssuerFund’s records on TA2000 in accordance with the applicable ProgramNSCC’s Networking and Fund/SERV rules for and those broker-dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder securityholder accounts on TA2000 through the ProgramsNetworking; (vii) providing transaction journals; (viii) once annually preparing security holder securityholder meeting lists for use in connection with the annual meeting shareholder meetings and certifying a copy of such list; (ix) mailing security holder securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on security holder securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 1042S and performing and paying backup withholding as required for all security holderssecurityholders; (xi) disbursing income dividends and capital gains distributions to security holders securityholders and recording reinvestment of dividends and distributions in shares of the IssuerFund; (xii) preparing and mailing confirmation forms to security holders securityholders and intermediaries for security holdersdealers, as instructed, for all purchases and liquidations of shares of the Issuer Fund and other confirmable transactions in security holderssecurityholders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer Fund or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Issuer Fund to account for all transactions on TA2000 in the Issuer Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the IssuerFund’s managing dealer principal underwriter or distributor (Triloma Securities, LLC, hereinafter “managing dealerprincipal underwriter”) or any other an Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer principal underwriter and disbursing such commissions to the managing dealerprincipal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new security holder securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to security holder securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of security holder securityholder statements to security holders securityholders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus and prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and causing exchanges of shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Issuers Funds on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xx) providing to the Issuer Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; TA2000 and (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow A For clarification, with respect to Blue Sky obligations, the Fund is responsible for any registration or filing with a federal or state government body or obtaining approval from such body required for the sale of shares of the Fund in each jurisdiction in which it’s sold. DST’s standard business practice sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000. It is the Fund’s responsibility to validate that the Blue Sky module settings are accurate and complete and validate the output produced thereby and other applicable reports provided by DST, to ensure accuracy. DST is not responsible in an attempt any way for claims that the sale of shares of the Fund violated any such requirement (unless such violation results from a failure of the DST Blue Sky module to cure new business and transactional related requests when those items submitted are notify the Fund that such sales do not in good order comply with the parameters set by the Fund for processing based on either Triloma business and legal requirements, or by common industry business standards sales to residents of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistancegiven state). E. D. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. 4.0 in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “no transaction fee” program (“NTF”), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder securityholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly normal transactions, (the “Exception Services”). F. E. DST shall use reasonable efforts to provide, reasonably provide promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the IssuerFund’s instructions, prospectus or application as amended from time to time, for the Issuer Fund provided (i) DST is has been advised in advance by the Issuer Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer Fund of the amount of such increase and if the Issuer Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. F. The Issuer Fund shall add all new programs series to the TA2000 System upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the new programs series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs series shall be as set forth in Exhibit A.3A, as hereinafter defined, for the remainder of the contract term except as such programs series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST’s then-standard pricing schedule. H. G. The provisions of this Section 4.H 4.G that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x4.C(x) — it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer Fund and that DST will not make any judgments or exercise any discretion of any kindkind (except to the extent of making mathematical calculations and completing forms), and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the IssuerFund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders securityholders and security holder securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the IssuerFund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the IssuerFund. The Issuer Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x4.C(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer Fund in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. H. Additionally, upon Issuer’s request DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, to perform the services outlined in Exhibit CF, attached hereto (the “Print Services”) for the fees and charges specified therein. I. DST shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. DST’s performance of the services under this Agreement will be measured against service level standards (“SLAs”), which have been established in good faith by mutual written agreement of the parties and which are made a part of this Agreement as Exhibit G, attached hereto. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. In regards to the SLAs, the parties further agree that: (1) The SLA measuring period will take effect on the first day of the second full month commencing after the effective date of this Agreement. (2) DST will thereafter report results monthly. (3) In the event DST fails to perform the same specific SLA at the stated Service Level for four (4) consecutive months in any rolling twelve (12) month period, the Fund may terminate the Agreement upon sixty (60) days prior written notice, which notice shall be given within thirty (30) days after the right to terminate accrued, without the payment of any termination fee. For clarification, the right of termination under this Section shall be the Fund’s sole remedy in the event of DST’s failure to meet a SLA hereunder. (4) DST shall not be obligated to meet such performance standards where DST’s failure to meet the standard arises out of or results from (i) a failure, inadequacy in the performance of or unavailability of communication lines or communication facilities (including the equipment or computer being used to access the communication lines) outside of the DST Facilities [Note to Draft: Refer to Section 8(B)(6); (ii) a failure, inadequacy in the performance or unavailability of the Internet; (iii) failures to perform caused by third parties (including the Fund) whose actions are beyond DST’s reasonable control; (iv) a disaster beyond DST’s reasonable control which requires DST to process at its disaster recovery facility; or (vi) a failure to perform properly or timely by a third party whose performance is a prerequisite for DST’s performance, e.g., if the services of DTC/NSCC are used by the Fund in the conduct of its operations or business, the DTC/NSCC transmission must be received by DST and the Fund must have successfully completed the DDPS stream and allowed DST access to the on-lines no later than 9:00 pm before DST can commence nightly processing. A delay in any of the foregoing will cause delays in the availability of the online system, reports, DTC/NSCC files, print files, outbound transmissions, and related matters for which DST is not responsible. (5) Insofar as the timely availability of any DST System or service depends on equipment under the control of the Fund (e.g., and without limitation, the Fund’s network, file servers and workstations), the Fund is responsible for the proper functioning of such equipment and that such equipment properly utilizes DST’s software, data and Services. DST shall have no responsibility or liability for the unavailability of a system or Service to the extent such unavailability was caused by the improper functioning of the Fund’s equipment. A service or report shall be available for look up or transmission when it is available in the DST Output Queue. (6) Certain pre-planned extraordinary events (e.g. major hardware, software installations) may temporarily affect DST’s ability to achieve the service levels set forth on Exhibit G and, provided DST gives the Fund advance written notice of such events, DST shall not be obligated to meet such performance standards if failure to meet such standards is caused by such event for a period of time no greater than during the pendency of such event. Notwithstanding the above, such pre-planned extraordinary events outside of DST’s normal maintenance window shall not exceed twenty-four (24) hours in any six (6) month period.

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Issuer Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. B. DST hereby accepts such appointment and agrees that it will act as the IssuerFund’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Issuer’s periodic withdrawal payment accounts and other open accounts or similar plans for security holders, if any. C. The Fund agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its securityholder account records. D. DST, utilizing TA2000TMTA2000tm, DST’s computerized data processing system for security holder securityholder accounting (the “TA2000 System”) and in accordance with the terms and conditions of this Agreement, will perform the following services as transfer and dividend disbursing agent for the IssuerFund, and as agent of the Issuer Fund for security holder securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and redeeming book entry shares; (ii) maintaining security holder securityholder accounts on the records of the Issuer Fund on the TA2000 System; (iii) when and if a Issuer participates in the National Securities Clearing Corporation (“NSCC”), accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, and transfer of shares in such accounts through systems or applications offered to its participants by NSCC (the “Programs”) in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) when and if a Issuer participates in the NSCC issuing instructions to the Issuers’ banks for the settlement of transactions between the Issuers and NSCC (acting on behalf of its broker-dealer and bank participants); (v) when and if a Issuer participates in the NSCC providing account and transaction information from each affected Issuer’s records on TA2000 in accordance with the applicable Program’s rules for and those broker-dealers; (vi) when and if a Issuer participates in the NSCC, maintaining security holder accounts on TA2000 through the Programs; (vii) providing transaction journals; (viiiiv) to the extent applicable, mailing securityholder reports and prospectuses; (v) once annually preparing security holder securityholder meeting lists for use in connection with the annual meeting of shareholders of the Fund and certifying a copy of such list; (ix) mailing security holder reports and prospectuses; (xvi) withholding, as required by federal law, taxes on security holder securityholder accounts, preparing, filing and mailing providing, in electronic format, the U.S. Treasury Department Forms 1099, 1042, 1042S, and K-1 to Fund’s print vendor of choice and performing and paying backup withholding as required for all security holderssecurityholders; (xivii) [intentionally omitted]; (viii) disbursing income dividends and distributions and capital gains distributions to security holders securityholders and recording reinvestment of dividends and distributions in shares of the IssuerFund; (xiiix) preparing and mailing providing, in electronic format, confirmation forms for securityholders to security holders and intermediaries for security holders, Fund’s print vendor of choice as instructed, for all purchases and liquidations of shares of the Issuer Fund and other confirmable transactions in security holderssecurityholders’ accounts; (xiiix) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Issuer Fund or its management company; (xivxi) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Issuer Fund to account for all transactions on TA2000 in the Issuer Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Issuer shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Issuer’s managing dealer or distributor (Triloma Securities, LLC, hereinafter “managing dealer”) or any other Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer; (xvix) receiving correspondence pertaining to any former, existing or new security holder securityholder account, processing such correspondence correspondence, for proper recordkeeping, and responding promptly to security holder securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing providing copies of security holder statements securityholder statements, in electronic format, to security holders and registered representatives Fund’s print vendor of dealers choice in accordance with the instructions of an Authorized Person; (xviixi) processing, generally on the date of receipt, purchases or instructions to settle any mail or wire order purchases received in proper order as set forth in the prospectus and rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined)) and send confirmations of wire order purchases; (xviiixii) to the extent applicable, providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of the shares of the Issuers Funds on TA2000; (xix) once approval of the Issuer therefore has been received by DST, processing timely redemptions (as provided in the Issuer’s dividend reinvestment plan) received in proper order as approved by the Issuer in accordance with the instructions of the Issuer, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined); (xxxiii) providing to the Issuer Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000; and (xxixiv) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit A.4; (xxii) follow A. For clarification, with respect to obligations, the Fund is responsible any registration or filing with a federal or state government body or obtaining approval from such body required for the sale of shares of the Fund in each jurisdiction in which it is sold. DST’s standard business practice sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000. It is the Fund’s responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby and other applicable reports provided by DST, to ensure accuracy. DST is not responsible in an attempt any way for claims that the sale of shares of the Fund violated any such requirement (unless such violation results from a failure of the DST Blue Sky module to cure new business and transactional related requests when those items submitted are notify the Fund that such sales do not in good order comply with the parameters set by the Fund for processing based on either Triloma business and legal requirements, or by common industry business standards sales to residents of which DST makes it a practice to follow; and (xxiii) as instructed by Triloma, has established a toll free telephone number for the servicing of investors, advisors and financial intermediaries on basic inquiries and transactional related assistancegiven state). E. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. 4.D in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a “no transaction fee” program (“NTF”), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform security holder securityholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly normal transactions, (the “Exception Services”). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the IssuerFund’s instructions, prospectus or application as amended from time to time, for the Issuer Fund provided (i) DST is advised in advance by the Issuer Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Issuer Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST’s cost of performing the services required hereunder at the current level of service, DST shall advise the Issuer Fund of the amount of such increase and if the Issuer Fund elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. In addition to those services outlined in this Agreement, DST will perform the following transfer agency services: (1) issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account; and (2) effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation. H. DST will perform the following dividend disbursing services: (1) upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend or distribution, DST shall prepare and disburse such dividend and distribution payments; provided that in advance of such payment the Fund furnishes DST with sufficient funds. The Issuer payment of such funds to DST for the purpose of being available for the payment of dividends or distributions from time to time is not intended by the Fund to confer any rights in such funds on the Fund’s shareholders whether in trust or in contract or otherwise; (2) the Fund hereby authorizes DST to stop payment of checks issued in payment of dividends, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and DST shall add issue and deliver duplicate checks in replacement thereof, and the Fund shall indemnify DST against any loss or damage resulting from reissuance of the checks; and (3) DST is hereby authorized to deduct from all new programs dividends or distributions declared by the Fund and disbursed by DST, as dividend disbursing agent, the tax required to be withheld pursuant to the TA2000 System upon at least thirty (30) days’ prior written notice to DST provided that the requirements Internal Revenue Code of the new programs are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional programs shall be as set forth in Exhibit A.31986, as hereinafter definedamended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith. I. DST will perform the following dividend reinvestment plan agent services: (1) act as agent for the remainder of the contract term except shareholders pursuant to dividend reinvestment plans, and other investment programs as such programs use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be amended from time to time in accordance with DST’s then-standard pricing schedulethe terms of the agreements relating thereto to which DST is or will be a party; and (2) receive all payments made to the Fund or DST under any dividend reinvestment plan and make all payments required to be made under such plan, including all payments required to be made to the Fund. H. J. The provisions of this Section 4.H 4.J that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agreement or any provisions of any exhibit or other attachment to this Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) — it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Issuer Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on security holder securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the IssuerFund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Issuer Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of security holders securityholders and security holder securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the IssuerFund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the IssuerFund. The Issuer Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Issuer Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x))law, including promptly providing responses to requests for direction that may be made from time to time by DST of the Issuer Fund in this regard. I. The parties acknowledge and agree that additional investment products associated with or sponsored by the Sponsor may elect to become parties to this Agreement and receive Services from DST as provided therein by execution of the Adoption Agreement attached hereto as Attachment I (the “Adoption Agreement”). Thereafter, any such additional investment product shall, collectively with the Issuers be thereafter parties to the Agency Agreement as of the date of such Adoption Agreement, be collectively referred to as the “Issuers” as of the date of the execution of such Adoption Agreement. J. In the event that any additional investment product elects to execute an Adoption Agreement and become a party to this Agreement and the Ancillary Agreements after the commencement of its operations such that such investment product’s securityholder records have been maintained on the processing system of another transfer agent and must be converted onto DST’s TA2000 System from such prior transfer agent’s system, the additional investment product shall use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon reasonably practicable, all securityholder account information necessary for DST to perform the Services. DST shall have no liability for any Adverse Consequences arising or resulting from the failure to deliver any securityholder records to DST. K. Additionally, upon Issuerreceipt of a Fund’s request written request, DST shall cause its indirectly wholly owned subsidiary, DST Output, LLC, or its affiliates and subsidiaries, provide transmissions of shareholder activity to perform the services outlined in Exhibit C, attached hereto (print vendor selected by the “Print Services”) for the fees and charges specified thereinFund.