Common use of Terms of Appointment and Duties Clause in Contracts

Terms of Appointment and Duties. of the Bank as Transfer Agent ------------------------------------------------------------- A. Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to act as, transfer agent for the Fund's authorized and issued Shares, dividend disbursing agent and agent in connection with the purchase and redemption plans provided to the Shareholders and set out in the Private Placement Memorandum. B. The Bank agrees that it will perform the following services: (a) In connection with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian; (ii) Pursuant to purchase orders, issue the appropriate amount of Shares and hold such Shares in the appropriate Shareholder accounts; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming Shareholders; (v) Prepare and transmit payments for dividends and distributions declared by the Fund; (vi) Create and maintain all necessary records, and make available during regular business hours all records for inspection, as set forth in Section 13; and (vii) Record the issuance of Shares of the Fund and maintain a record of the total amount of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Bank shall also provide the Fund on a regular basis with the total amount of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. In connection with the closings of the Fund, the Bank will notify the Fund and each Shareholder of the Fund participating in a closing, promptly of the number of full and fractional Shares held by such Shareholder. (b) In addition to and not in lieu of the services set forth in the above paragraph (a) or in any schedule hereto the Bank shall: (i) perform all of the customary services of a transfer agent, distribution disbursing agent and, as relevant, agent in connection with purchase and redemption plans, including but not limited to: maintaining all Shareholder accounts and records (including capital accounts for Undivided Shares, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating proxies; mailing Shareholder reports to current Shareholders; withholding taxes on all Shareholder accounts, including non-resident alien accounts; and preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and (ii) perform such other duties and functions as may from time to time be agreed in writing.

Terms of Appointment and Duties. of the Bank as Transfer Agent ------------------------------------------------------------- A. 1.1 Subject to the terms and conditions set forth in this Agreement, the Fund Trust, on behalf of the Funds, hereby employs and appoints the Bank Transfer Agent to act as, and the Bank Transfer Agent agrees to act as, as the transfer agent for the each Fund's authorized and issued shares of beneficial interest, no par value ("Shares"), dividend disbursing agent agent, custodian of certain retirement plans and agent in connection with the purchase and redemption plans any accumulation, open-account or similar plan provided to the Shareholders shareholders of each of the Funds of the Trust ("Shareholders") and set out in the Private Placement Memorandum. B. The Bank currently effective prospectus and statement of additional information for such Funds, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and the Transfer Agent, the Transfer Agent agrees that it will perform the following services: (a) In connection with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor thereof to the Custodian of the Trust authorized pursuant to the Declaration of Trust of the Trust (the "Custodian"); (iib) Pursuant to purchase orders, issue the appropriate amount number of Shares and hold such Shares in the appropriate Shareholder accountsaccount; (iiic) Receive for acceptance, acceptance redemption requests and redemption directions and deliver the appropriate documentation therefor thereof to the Custodian; (ivd) In respect to the transactions in items (a), (b) and (c) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Trust; (e) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming Shareholders; (vf) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (g) Prepare and transmit payments for dividends and distributions declared by the Trust on behalf of the applicable Fund; (vih) Create Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and maintain all necessary recordsprotecting the Transfer Agent and the Trust, and make available during regular business hours all the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (i) Maintain records of account for inspection, and advise the Funds and their Shareholders as set forth in Section 13to the foregoing; and (viij) Record the issuance of Shares of the Fund Funds and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of __34, as amended, a record of the total amount number of Shares of the Fund Funds which are authorized, based upon data provided to it by the FundTrust, and issued and outstanding. The Bank Transfer Agent shall also provide the Fund Trust on a regular basis with the total amount number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. In connection with the closings of the Fund, the Bank will notify the Fund and each Shareholder of the Fund participating in a closing, promptly of the number of full and fractional Shares held by such ShareholderTrust. (b) 1.2 In addition to and not neither in lieu nor in contravention of the services set forth in the above paragraph Section 1.1 : (a) or in any schedule hereto the Bank shall: (i) The Transfer Agent shall perform all of the customary services of a transfer agent, distribution dividend disbursing agent agent, custodian of certain retirement plans and, as relevant, agent in connection with purchase and redemption plansaccumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts and records (including capital accounts for Undivided Sharesaccounts, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating proxies; preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders; , withholding taxes on all Shareholder accounts, including U.S. resident and non-resident alien accounts; , preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and , preparing and mailing activity statements for Shareholders, and providing Shareholder account information and (ii) perform provide a system which will enable the Trust to monitor the total number of Shares sold in each state. (b) The Transfer Agent shall maintain a daily record and produce a daily report for the Trust of all transactions and receipts and disbursements of money and securities and deliver a copy of such other duties report for the Trust for each business day to the Trust no later than 9:00 a.m. Eastern Time, or such earlier time as the Trust may reasonably require, on the next business day. (c) The Trust shall (i) identify to the Transfer Agent in writing those transactions and functions assets to be treated as exempt from blue sky reporting for each state and (ii) verify the establishment of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of the Transfer Agent for the Trust's blue sky state registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Trust and the reporting of such transactions to the Trust as provided above. (d) The Trust on behalf of each Fund and the Transfer Agent have established per the attached Service Responsibility Schedule, as may be amended from time to time time, procedures as to who shall provide certain of these services in Section . According to this Schedule, the Transfer Agent may at times perform only a portion of the services and the Trust or its agent may perform these services on the Trust's behalf. (e) The Transfer Agent shall provide additional services on behalf of the Trust (e.g., escheatment services) which may be agreed upon in writingwriting between the Trust and the Transfer Agent.

Terms of Appointment and Duties. of the Bank as Transfer Agent --------------------------------------------------------------------------------------------------------------------------- A. Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank agrees to act as, transfer agent for the Fund's authorized and issued Shares, dividend disbursing agent and agent in connection with the purchase and redemption plans provided to the Shareholders and set out in the Private Placement Memorandum. B. The Bank agrees that it will perform the following services: (a) In connection with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the Custodian; (ii) Pursuant to purchase orders, issue the appropriate amount of Shares and hold such Shares in the appropriate Shareholder accounts; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming Shareholders; (v) Prepare and transmit payments for dividends and distributions declared by the Fund; (vi) Create and maintain all necessary records, and make available during regular business hours all records for inspection, as set forth in Section 13; and (vii) Record the issuance of Shares of the Fund and maintain a record of the total amount of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Bank shall also provide the Fund on a regular basis with the total amount of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. In connection with the closings of the Fund, the Bank will notify the Fund and each Shareholder of the Fund participating in a closing, promptly of the number of full and fractional Shares held by such Shareholder. (b) In addition to and not in lieu of the services set forth in the above paragraph (a) or in any schedule hereto the Bank shall: (i) perform all of the customary services of a transfer agent, distribution disbursing agent and, as relevant, agent in connection with purchase and redemption plans, including but not limited to: maintaining all Shareholder accounts and records (including capital accounts for Undivided Shares, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating proxies; mailing Shareholder reports to current Shareholders; withholding taxes on all Shareholder accounts, including non-resident alien accounts; and preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and (ii) perform such other duties and functions as may from time to time be agreed in writing.

Terms of Appointment and Duties. of the Bank as Transfer Agent ------------------------------------------------------------- A. 1.1 Subject to the terms and conditions set forth in this Agreement, the Fund Fund, on behalf of the Portfolios, hereby employs and appoints the Bank Transfer Agent to act as, and the Bank Transfer Agent agrees to act as, its transfer agent for the Fund's ’s authorized and issued shares of beneficial interest (“Shares”), its dividend disbursing agent and its agent in connection with the purchase and redemption any accumulation, open-account or similar plans provided to the Shareholders shareholders of the respective Portfolios of the Fund (“Shareholders”) and set out described in the Private Placement Memorandumcurrently effective prospectus and statement of additional information of the Fund, on behalf of the applicable Portfolio, including without limitation any periodic investment plan, dividend reinvestment plan or periodic withdrawal program. B. The Bank 1.2 In accordance with procedures established from time to time by agreement between the Fund, on behalf of each of the Portfolios, as applicable and the Transfer Agent, (the “Procedures”) with such changes or deviations there from as have been (or may from time to time be) agreed upon in writing by the parties, the Transfer Agent agrees that it will perform the following services: (a) In connection Establish each Shareholder’s account in the Portfolios on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Shareholder in accordance with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall:Procedures; (ib) Receive for acceptance, acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor thereof to the Custodian of a Portfolio as identified by the Portfolio (the “Custodian”); (iic) Pursuant to purchase orders, issue the appropriate amount number of Shares and hold such Shares in the appropriate Shareholder accountsaccount; (iiid) Receive for acceptance, acceptance and process redemption requests and redemption directions and deliver the appropriate documentation therefor thereof to the Custodian; (ive) In respect to items (a) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers or other intermediaries authorized by the Fund; (f) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming ShareholdersShareholders or other appropriately designated payees; (vg) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (h) Prepare and transmit payments for dividends and distributions declared by the FundFund on behalf of the applicable Portfolio; (vii) Create Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and maintain all necessary recordsprotecting the Transfer Agent, the Fund, and make available during regular business hours all records for inspectionthe applicable Portfolio, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (j) Issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of a Portfolio, and, as set forth in Section 13; andbetween the Portfolio and the Transfer Agent, the Portfolio shall be responsible for all losses or claims resulting from such replacement; (viik) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; (l) Record the issuance of Shares of the Fund and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total amount number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Bank Transfer Agent shall also provide the Fund on a regular basis with the total amount number of Shares which are authorized and issued and outstanding and but shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. In connection with the closings of the Fund; (m) Accept any information, the Bank will notify records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund and each Shareholder or a Portfolio, or any other person or firm on behalf of the Fund participating or a Portfolio or from broker-dealers of record or third-party administrators (“TPAs”) on behalf of individual Shareholders. With respect to transaction requests received in a closingthe foregoing manner, promptly the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the Investment Company Act of 1940 (the “1940 Act”), and it will be the responsibility of the number Fund to require its broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Fund’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of full ownership, or beneficiary changes; (n) Maintain and fractional Shares held manage, as agent for the Portfolios, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of share purchases and redemptions and the payment of Portfolio dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by such Shareholderthe Transfer Agent. (bo) Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence; and (p) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Procedures. 1.3 In addition to to, and not neither in lieu of nor in contravention of, the services set forth in Section 1.2, the above paragraph (a) or in any schedule hereto the Bank shall: (i) Transfer Agent shall perform all of the customary services of a transfer agent, distribution dividend disbursing agent, service agent of certain retirement plans, and, as relevant, agent in connection with purchase and redemption plansaccumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts and records (including capital accounts accounts, preparing Shareholder lists for Undivided Sharesmeetings, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) arranging for mailing of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating Shareholder proxies; mailing , Shareholder reports and prospectuses to current Shareholders; , withholding taxes on all Shareholder accounts, including U.S. resident and non-resident alien accounts; and , preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, arranging for the preparation and mailing of confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and (ii) perform such other duties accounts and functions as may from time to time be agreed in writingof activity statements for Shareholders, and providing Shareholder account information.

Terms of Appointment and Duties. of the Bank as Transfer Agent ------------------------------------------------------------- A. 1.1 Subject to the terms and conditions set forth in this Agreement, the Fund Trust, on behalf of the Funds, hereby employs and appoints the Bank Transfer Agent to act as, and the Bank Transfer Agent agrees to act as, as the transfer agent for the each Fund's authorized and issued shares of beneficial interest, no par value ("Shares"), dividend disbursing agent agent, custodian of certain retirement plans and agent in connection with the purchase and redemption plans any accumulation, open-account or similar plan provided to the Shareholders shareholders of each of the Funds of the Trust ("Shareholders") and set out in the Private Placement Memorandum. B. The Bank currently effective prospectus and statement of additional information for such Funds, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and the Transfer Agent, the Transfer Agent agrees that it will perform the following services: (a) In connection with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall: (i1) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor thereof to the Custodian of the Trust authorized pursuant to the Declaration of Trust of the Trust (the "Custodian"); (ii2) Pursuant to purchase orders, issue the appropriate amount number of Shares and hold such Shares in the appropriate Shareholder accountsaccount; (iii3) Receive for acceptance, acceptance redemption requests and redemption directions and deliver the appropriate documentation therefor thereof to the Custodian; (iv4) In respect to the transactions in items (a), (b) and (c) above, the Transfer Agent shall execute transactions directly with broker-dealers authorized by the Trust; (5) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming Shareholders; (v6) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (7) Prepare and transmit payments for dividends and distributions declared by the Trust on behalf of the applicable Fund; (vi) Create 8) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and maintain all necessary recordsprotecting the Transfer Agent and the Trust, and make available during regular business hours all the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (9) Maintain records of account for inspection, and advise the Funds and their Shareholders as set forth in Section 13to the foregoing; and (vii10) Record the issuance of Shares of the Fund Funds and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended, a record of the total amount number of Shares of the Fund Funds which are authorized, based upon data provided to it by the FundTrust, and issued and outstanding. The Bank Transfer Agent shall also provide the Fund Trust on a regular basis with the total amount number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. In connection with the closings of the Fund, the Bank will notify the Fund and each Shareholder of the Fund participating in a closing, promptly of the number of full and fractional Shares held by such ShareholderTrust. (b) 1.2 In addition to and not neither in lieu nor in contravention of the services set forth in the above paragraph (a) or in any schedule hereto the Bank shallSection 1.1: (i1) The Transfer Agent shall perform all of the customary services of a transfer agent, distribution dividend disbursing agent agent, custodian of certain retirement plans and, as relevant, agent in connection with purchase and redemption plansaccumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts and records (including capital accounts for Undivided Sharesaccounts, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating proxies; preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders; , withholding taxes on all Shareholder accounts, including U.S. resident and non-resident alien accounts; , preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and , preparing and mailing activity statements for Shareholders, and providing Shareholder account information and (ii) perform provide a system which will enable the Trust to monitor the total number of Shares sold in each state. (2) The Trust shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each state and (ii) verify the establishment of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of the Transfer Agent for the Trust's blue sky state registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Trust and the reporting of such other duties transactions to the Trust as provided above. (3) The Trust on behalf of each Fund and functions the Transfer Agent have established per the attached Service Responsibility Schedule, as may be amended from time to time time, procedures as to who shall provide certain of these services in Section 1. According to this Schedule, the Transfer Agent may at times perform only a portion of the services and the Trust or its agent may perform these services on the Trust's behalf. (4) The Transfer Agent shall provide additional services on behalf of the Trust (e.g., escheatment services) which may be agreed upon in writingwriting between the Trust and the Transfer Agent.

Terms of Appointment and Duties. of the Bank as Transfer Agent ------------------------------------------------------------- A. 1.1 Subject to the terms and conditions set forth in this Agreement, the Fund Fund, on behalf of itself and the Portfolios, hereby employs and appoints the Bank Transfer Agent to act as, and the Bank Transfer Agent agrees to act as, its transfer agent for the Fund's ’s authorized and issued shares of beneficial interest (“Shares”), its dividend disbursing agent and its agent in connection with the purchase and redemption any accumulation, open-account or similar plans provided to the Shareholders shareholders of the respective Portfolios of the Fund (“Shareholders”) and set out described in the Private Placement Memorandumcurrently effective prospectus and statement of additional information of the Fund, on behalf of the applicable Portfolio, including without limitation any periodic investment plan, dividend reinvestment plan or periodic withdrawal program. B. The Bank 1.2 In accordance with procedures established from time to time by agreement between the Fund, on behalf of itself and each of the Portfolios, as applicable and the Transfer Agent, (the “Procedures”) with such changes or deviations there from as have been (or may from time to time be) agreed upon in writing by the parties, the Transfer Agent agrees that it will perform the following services: (a) In connection Establish each Shareholder’s account in the Portfolios on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Shareholder in accordance with procedures established from time to time by agreement between the Fund and the Bank, the Bank shall:Procedures; (ib) Receive for acceptance, acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor thereof to the Custodian of a Portfolio as identified by the Portfolio (the “Custodian”); (iic) Pursuant to purchase orders, issue the appropriate amount number of Shares and hold such Shares in the appropriate Shareholder accountsaccount; (iiid) Receive for acceptance, acceptance and process redemption requests and redemption directions and deliver the appropriate documentation therefor thereof to the Custodian; (ive) In respect to items (a) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers or other intermediaries authorized by the Fund; (f) At the appropriate time as and when it receives monies or portfolio securities paid or delivered to it by the Custodian with respect to any redemption, pay over or deliver or cause to be paid over in the appropriate manner such monies or portfolio securities as instructed by the redeeming ShareholdersShareholders or other appropriately designated parties; (vg) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (h) Prepare and transmit payments for dividends and distributions declared by the FundFund on behalf of the applicable Portfolio; (vii) Create Issue replacement checks and maintain all necessary recordsplace stop orders on original checks based on Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of a Portfolio, and make available during regular business hours all records for inspectionand, as set forth in Section 13; andbetween the Portfolio and the Transfer Agent, the Portfolio shall be responsible for all losses or claims resulting from such replacement; (viij) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; (k) Record the issuance of Shares of the Fund and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total amount number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Bank Transfer Agent shall also provide the Fund on a regular basis with the total amount number of Shares which are authorized and issued and outstanding and but shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; (l) Accept any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund or a Portfolio, or any other person or firm on behalf of the Fund or a Portfolio or from broker-dealers of record or third-party administrators (“TPAs”) on behalf of individual Shareholders. With respect to transaction requests received in the foregoing manner, the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the Investment Company Act of 1940 (the “1940 Act”), and it will be the responsibility of the Fund to require its broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Fund’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes; (m) Maintain and manage, as agent for the Portfolios, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of share purchases and redemptions and the payment of Portfolio dividends and distributions. The Transfer Agent shall maintain such accounts with the Custodian. In connection with the closings of services provided to the FundFund under this Agreement, the Bank will notify Fund acknowledges that the Fund Transfer Agent may receive fees from the Custodian for certain account management services related to such accounts (after deduction for the Custodian’s cash management, processing and each other related fees and costs). The Transfer Agent represents that such fees would otherwise be paid directly by the Funds in the form of increases to the fees stated in Schedule 4.1 to this Agreement; (n) Receive correspondence pertaining to any former, existing or new Shareholder of account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence; and (o) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Fund participating in a closing, promptly of the number of full and fractional Shares held by such ShareholderProcedures. (b) 1.3 In addition to to, and not neither in lieu of nor in contravention of, the services set forth in Section 1.2, the above paragraph (a) or in any schedule hereto the Bank shall: (i) Transfer Agent shall perform all of the customary services of a transfer agent, distribution dividend disbursing agent, service agent of certain retirement plans, and, as relevant, agent in connection with purchase and redemption plansaccumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts and records (including capital accounts accounts, preparing Shareholder lists for Undivided Sharesmeetings, Preferred Shares and Common Shares required to be maintained by the Fund by the Fund's Limited Liability Company Agreement; and tax basis accounts and any other account required in order to comply with Section 704(c) arranging for mailing of the Internal Revenue Code); making all allocations to and adjustments in the shareholder accounts and records in accordance with the Fund's Limited Liability Company Agreement and Private Placement Memorandum; mailing proxy materials; receiving and tabulating proxies; mailing Shareholder reports and prospectuses to current Shareholders; , withholding taxes on all Shareholder accounts, including U.S. resident and non-resident alien accounts; and , preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, arranging for the preparation and mailing of confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and (ii) perform such other duties accounts and functions as may from time to time be agreed in writingof activity statements for Shareholders, and providing Shareholder account information.