Common use of Services and Duties of Fund Services Clause in Contracts

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent services to the Fund: (1) Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documents. (2) Process subscription agreements received from prospective holders of Shares (such holders of Shares, “Shareholders”). (3) Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund’s custodian(s), and issue the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeeming Shareholders. (7) Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by the Fund’s registration statement and other operative documents. (8) Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. (9) Make changes to Shareholder records, including, but not limited to, address changes. (10) Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) Provide Shareholder account information upon Shareholder or Fund request and prepare and mail confirmations and statements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. (12) Mail account statements and performance reports in a form approved by the Fund to Shareholders on a monthly basis and shareholder reports on annual basis. (13) Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information required with respect to dividends, distributions and repurchases for all shareholders. (14) Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services duties hereunder within required time periods established by applicable regulation. (17) Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx) involving Fund Services that affect or could affect the Fund.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent services to the Fund: (1) Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documentsstatement. (2) Process subscription agreements received from prospective holders of Shares (such holders holder of Shares, “Shareholders”). (3) Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund’s custodian(s), and issue and record the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeeming Shareholders. (7) Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by the Fund’s registration statement and other operative documents. (8) Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. (9) Make changes to Shareholder records, including, but not limited to, address changes. (10) Prepare ad-hoc reports as necessary at prevailing rates. Any ; provided however any such ad-hoc reporting to exceed exceeding $500 in cost to be explicitly approved by the Fund. (11) Provide Shareholder account information upon Shareholder or Fund request and prepare and mail confirmations and statements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. (12) Mail As requested, mail account statements and performance reports in a form approved by the Fund to Shareholders on a monthly basis and shareholder reports on annual basis. (13) Prepare In consultation with the Fund, prepare and file U.S. Treasury Department Forms 1099 and Forms 1042 and other appropriate information required with respect to dividends, distributions and repurchases for all shareholders. (14) Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer As requested, answer correspondence from shareholders, securities brokers and others relating to Fund Services Services’ duties hereunder within required time periods established by applicable regulation. (1715) Provide As requested, provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (1816) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (1917) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx) involving Fund Services that affect or could affect the Fund. (18) Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal and state tax laws and regulations. (19) Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of each Fund which are authorized, issued and outstanding.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent services to the Fund: (1) Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documentsstatement. (2) Process subscription agreements received from prospective holders of Shares (such holders holder of Shares, “Shareholders”). (3) Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund’s custodian(s), and issue the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeeming Shareholders. (7) Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by the Fund’s registration statement and other operative documentsstatement. (8) Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. (9) Make changes to Shareholder records, including, but not limited to, address changes. (10) Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) Provide Shareholder account information upon Shareholder or Fund request and prepare and mail confirmations and statements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. (12) Mail account statements and performance reports in a form approved by the Fund to Shareholders on a monthly basis and shareholder reports on annual basis. (13) Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information required with respect to dividends, distributions and repurchases for all shareholders. (14) Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services duties hereunder within required time periods established by applicable regulation. (17) Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 1000 Xxx) involving Fund Services that affect or could affect the Fund.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent services to the Fund: (1) Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement term sheet relating to the private placement of the Shares (the “Term Sheet”) and other operative documentssubscription agreement. (2) Process subscription agreements received from prospective holders of Shares (such holders of Shares, “Shareholders”). (3) Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund’s custodian(s), and issue the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeeming Shareholders. (7) Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by the Fund’s registration statement and other operative documentssubscription agreements. (8) Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. (9) Make changes to Shareholder records, including, but not limited to, address changes. (10) Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) Provide Shareholder account information upon Shareholder or Fund request and prepare and mail confirmations and statements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. (12) Mail account statements and performance reports in a form approved by the Fund to Shareholders on a monthly basis and shareholder reports on annual basis. (13) Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information required with respect to dividends, distributions and repurchases for all shareholders. (14) Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services Services’ duties hereunder within required time periods established by applicable regulation. (17) Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx1940 Act) involving Fund Services that affect or could affect the Fund.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent services to the Fund: (1) Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documents. (2) Process subscription agreements received from prospective holders of Shares (such holders of Shares, “Shareholders”). (3) Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund’s custodian(s), and issue the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeeming Shareholders. (7) Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by the Fund’s registration statement and other operative documents. (8) Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. (9) Make changes to Shareholder records, including, but not limited to, address changes. (10) Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) Provide Shareholder account information upon Shareholder or Fund request and prepare and mail confirmations and statements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. (12) Mail account statements and performance reports in a form approved by the Fund to Shareholders on a monthly basis and shareholder reports on annual basis. (13) Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information required with respect to dividends, distributions and repurchases for all shareholders. (14) Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services Services’ duties hereunder within required time periods established by applicable regulation. (17) Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx) involving Fund Services that affect or could affect the Fund.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent and dividend disbursing agent services to the funds of the Fund: (1) A. Receive and process all orders for the purchase and/or repurchase of Shares shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documentsActs. (2) Process subscription agreements received from prospective holders of Shares (such holders of Shares, “Shareholders”). (3) B. Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder’s or Fund’s custodian(s)custodian’s instructions, and issue record the appropriate number of uncertificated Shares with such uncertificated Shares shares being held in the appropriate Shareholder shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) C. Pay monies proceeds upon receipt from the Fund Fund's custodian, where relevant, in accordance with the instructions of redeeming Shareholdersshareholders. (7) D. Process transfers of Shares shares in accordance with the Shareholder’s instructions and shareholder's instructions, after receipt of appropriate documentation from the shareholder as permitted by specified in the Fund’s registration statement and other operative documentsProspectus. (8) E. Prepare and transmit payments for dividends and distributions declared by the Fund with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder shareholder instructions. (9) F. Serve as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. G. Make changes to Shareholder shareholder records, including, but not limited to, address changeschanges in plans (e.g., systematic withdrawal, automatic investment, dividend reinvestment). H. Handle load processing. I. Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (10) the "Exchange Act"), a record of the total number of shares of each fund which are authorized, issued and outstanding. J. Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) K. Mail shareholder reports and Prospectuses to current shareholders. L. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. M. Provide Shareholder shareholder account information upon Shareholder shareholders or Fund request requests and prepare and mail confirmations and statements of account to Shareholders shareholders for all purchases, redemptions, redemptions and other confirmable transactions as agreed upon with the Fund. (12N. Mail and/or shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal tax laws and regulations. O. Provide the total number of shares of the fund(s) Mail account statements and performance reports sold in a form approved by each state to enable the Fund to Shareholders on a monthly basis and shareholder reports on annual basismonitor such sales for blue sky purposes; provided that the Fund, not Fund Services, is responsible for ensuring that shares are not sold in violation of any requirement under the securities laws or regulations of any state. (13) Prepare P. Answer correspondence from shareholders, securities brokers and file U.S. Treasury Department Forms 1099 and other appropriate information others relating to Fund Services’ duties hereunder within required with respect to dividends, distributions and repurchases for all shareholderstime periods established by applicable regulation. (14) Q. Reimburse the Fund fund(s) each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services duties hereunder within required time periods established by applicable regulation. (17) R. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx) involving Fund Services that affect or could affect the Fund.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent services to the Fund: (1) Receive and process orders for the purchase of Shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documentsstatement. (2) Process subscription agreements received from prospective holders of Shares (such holders holder of Shares, “Shareholders”). (3) Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the Fund’s custodian(s), and issue the appropriate number of uncertificated Shares with such uncertificated Shares being held in the appropriate Shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) Pay monies upon receipt from the Fund where relevant, in accordance with the instructions of redeeming Shareholders. (7) Process transfers of Shares in accordance with the Shareholder’s instructions and as permitted by the Fund’s registration statement and other operative documentsstatement. (8) Prepare and transmit payments for distributions declared by the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder instructions. (9) Make changes to Shareholder records, including, but not limited to, address changes. (10) Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 , as set forth in cost to be explicitly approved by the Fund.Exhibit B. (11) Provide Shareholder account information upon Shareholder or Fund request and prepare and mail distribute confirmations and statements of account to Shareholders for all purchases, redemptions, and other confirmable transactions as agreed upon with the Fund. (12) Mail Distribute account statements and performance reports in a form approved by the Fund to Shareholders on a monthly basis (or on such less frequent basis as mutually agreed by the parties) and shareholder reports on annual basis. (13) Prepare and file U.S. Treasury Department Forms 1099 1099, statements required pursuant to Section 19(a) of the 1940 Act and/or Rule 19a-1 thereunder, and other appropriate information required with respect to dividends, distributions and repurchases for all shareholders. (14) Reimburse the Fund each month (or on such less frequent basis as mutually agreed by the parties) for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (1615) Answer correspondence from shareholders, securities brokers and others relating to Fund Services Services’ duties hereunder within required time periods established by applicable regulation. (1716) Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (1817) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (1918) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 ActAct (“Rule 38a-1”), Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding (i) continued maintenance of (and any changes in) USBFS’s Federal Securities Law compliance program with respect to the Fund and (ii) the occurrence of any Material Compliance Matter (as these capitalized terms are defined in the 0000 XxxRule 38a-1) involving Fund Services that affect or could affect the Fund. (20) Fund Services will provide the Fund with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to Fund Services CCO Portal to the extent such reports are available and related to services performed or made available by Fund Services under this Agreement. The Fund acknowledges and agrees that such reports are confidential and that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent and dividend disbursing agent services to the funds of the Fund: (1) A. Receive and process all orders for the purchase and/or repurchase of Shares shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documentsActs. (2) Process subscription agreements received from prospective holders of Shares (such holders of Shares, “Shareholders”). (3) B. Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder’s or Fund’s custodian(s)custodian’s instructions, and issue record the appropriate number of uncertificated Shares with such uncertificated Shares shares being held in the appropriate Shareholder shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) C. Pay monies proceeds upon receipt from the Fund Fund's custodian, where relevant, in accordance with the instructions of redeeming Shareholdersshareholders. (7) D. Process transfers of Shares shares in accordance with the Shareholder’s instructions and shareholder's instructions, after receipt of appropriate documentation from the shareholder as permitted by specified in the Fund’s registration statement and other operative documentsProspectus. (8) E. Prepare and transmit payments for dividends and distributions declared by the Fund with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder shareholder instructions. (9) X. Xxxxx as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. G. Make changes to Shareholder shareholder records, including, but not limited to, address changeschanges in plans (e.g., systematic withdrawal, automatic investment, dividend reinvestment). H. Handle load processing. I. Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (10) Prepare the "Exchange Act"), a record of the total number of shares of each fund which are authorized, issued and outstanding. X. Xxxxxxx ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) K. Mail shareholder reports and Prospectuses to current shareholders. X. Xxxxxxx and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. M. Provide Shareholder shareholder account information upon Shareholder shareholders or Fund request requests and prepare and mail confirmations and statements of account to Shareholders shareholders for all purchases, redemptions, redemptions and other confirmable transactions as agreed upon with the Fund. (12N. Mail and/or shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal tax laws and regulations. O. Provide the total number of shares of the fund(s) Mail account statements and performance reports sold in a form approved by each state to enable the Fund to Shareholders on a monthly basis and shareholder reports on annual basismonitor such sales for blue sky purposes; provided that the Fund, not Fund Services, is responsible for ensuring that shares are not sold in violation of any requirement under the securities laws or regulations of any state. (13) Prepare X. Xxxxxx correspondence from shareholders, securities brokers and file U.S. Treasury Department Forms 1099 and other appropriate information others relating to Fund Services’ duties hereunder within required with respect to dividends, distributions and repurchases for all shareholderstime periods established by applicable regulation. (14X. Xxxxxxxxx the fund(s) Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services duties hereunder within required time periods established by applicable regulation. (17) R. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx) involving Fund Services that affect or could affect the Fund.

Services and Duties of Fund Services. Fund Services shall provide the following transfer agent and dividend disbursing agent services to the Fund: (1) A. Receive and process all orders for the purchase and/or repurchase of Shares shares in accordance with applicable rules under the 1940 Act and other applicable regulations, and as specified in the Fund’s registration statement and other operative documentsActs. (2) Process subscription agreements received from prospective holders of Shares (such holders of Shares, “Shareholders”). (3) B. Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder’s or Fund’s custodian(s)custodian’s instructions, and issue record the appropriate number of uncertificated Shares with such uncertificated Shares shares being held in the appropriate Shareholder shareholder account. (4) Arrange for issuance of Shares obtained through transfers of funds from Shareholders’ accounts at financial institutions. (5) Process tender offers and related repurchase requests received in good order and, where relevant, deliver appropriate documentation to the Fund. (6) C. Pay monies proceeds upon receipt from the Fund Fund's custodian, where relevant, in accordance with the instructions of redeeming Shareholdersshareholders. (7) D. Process transfers of Shares shares in accordance with the Shareholder’s instructions and shareholder's instructions, after receipt of appropriate documentation from the shareholder as permitted by specified in the Fund’s registration statement and other operative documentsProspectus. (8) E. Prepare and transmit payments for dividends and distributions declared by the Fund with respect to the Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with Shareholder shareholder instructions. (9) F. Serve as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. G. Make changes to Shareholder shareholder records, including, but not limited to, address changeschanges in plans (e.g., systematic withdrawal, automatic investment, dividend reinvestment). H. Handle load processing. I. Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (10) the "Exchange Act"), a record of the total number of shares of each fund which are authorized, issued and outstanding. J. Prepare ad-hoc reports as necessary at prevailing rates. Any such ad-hoc reporting to exceed $500 in cost to be explicitly approved by the Fund. (11) K. Mail shareholder reports and Prospectuses to current shareholders. L. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. M. Provide Shareholder shareholder account information upon Shareholder shareholders or Fund request requests and prepare and mail confirmations and statements of account to Shareholders shareholders for all purchases, redemptions, redemptions and other confirmable transactions as agreed upon with the Fund. (12N. Mail and/or shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal tax laws and regulations. O. Provide the total number of shares of the fund(s) Mail account statements and performance reports sold in a form approved by each state to enable the Fund to Shareholders on a monthly basis and shareholder reports on annual basismonitor such sales for blue sky purposes; provided that the Fund, not Fund Services, is responsible for ensuring that shares are not sold in violation of any requirement under the securities laws or regulations of any state. (13) Prepare P. Answer correspondence from shareholders, securities brokers and file U.S. Treasury Department Forms 1099 and other appropriate information others relating to Fund Services’ duties hereunder within required with respect to dividends, distributions and repurchases for all shareholderstime periods established by applicable regulation. (14) Q. Reimburse the Fund fund(s) each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. (16) Answer correspondence from shareholders, securities brokers and others relating to Fund Services duties hereunder within required time periods established by applicable regulation. (17) R. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (18) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of the Fund pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the same shall not be deemed to change Fund Services’ standard of care as set forth herein. (19) In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, Fund Services will provide the Fund’s Chief Compliance Officer with reasonable access to Fund Services’ Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the 0000 Xxx) involving Fund Services that affect or could affect the Fund.