Common use of Transfer Agency and Investor Relations Clause in Contracts

Transfer Agency and Investor Relations. 1. SS&C, utilizing TA2000TM, its computerized data processing system for securityholder accounting (the "TA2000 System"), will perform the following services: (i) Issue (including countersigning), transfer and redeem book entry units or cancel unit certificates as applicable. (ii) Maintain securityholder accounts on the records of each Fund on the TA2000 System in accordance with the instructions and information received by SS&C from the Fund, Investment Manager, the Fund's distributor, the Fund’s custodian or any other person whom the Fund names in writing to SS&C (each an “Authorized Person”), broker-dealers or securityholders. (iii) When and if a Fund participates in the Depository Trust Clearing Corporation (“DTCC”), and to the extent SS&C supports the functionality of the applicable DTCC program (i.e., Networking, Fund Serv, each, the “Program”), SS&C will: (a) Accept and effectuate the registration and maintenance of accounts through the Program and the purchase, redemption, exchange and transfer of units in such accounts through systems or applications offered via the Program in accordance with instructions transmitted to and received by SS&C by transmission from DTCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, on the dealer file maintained by SS&C. (b) Issue instructions to the Fund’s banks for the settlement of transactions between the Fund and DTCC (acting on behalf of its broker-dealer and bank participants). (iv) Provide account and transaction information from each affected Fund’s records on TA2000 in accordance with the applicable Program’s rules. (v) Maintain securityholder accounts on TA2000 through the Programs. (vi) Provide transaction journals. (vii) Prepare securityholder meeting lists for use in connection with the securityholder meetings and certify a copy of such list. (viii) Withhold, as required by federal law, taxes on securityholder accounts, perform and pay backup withholding as required for all securityholders, and prepare, file and provide, in electronic format, the applicable U.S. Treasury Department information returns or 1099 data file, as applicable, to each Fund’s vendor of choice. (ix) Disburse income dividends and capital gains distributions to securityholders and record reinvestment of dividends and distributions in units of the Fund. (x) Provide or make available on-line daily and monthly reports as provided by the TA2000 System and as requested by a Fund or Investment Manager. (xi) Maintain those records necessary to carry out SS&C's duties hereunder, including all information reasonably required by a Fund to account for all transactions on TA2000 in the Fund units. (xii) Calculate the appropriate sales charge, if applicable and supported by TA2000, with respect to each purchase of Fund units as instructed by an Authorized Person, determine the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to SS&C by the Fund's distributor or any other Authorized Person from time to time, disburse dealer commissions collected to such dealers, determine the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer. (xiii) Receive correspondence pertaining to any former, existing or new securityholder account, process such correspondence for proper recordkeeping, and respond promptly to securityholder correspondence. (xiv) Mail to dealers confirmations of wire order trades. (xv) Process, generally on the date of receipt, purchases, or instructions, as applicable, to settle any mail or wire order purchases received in proper order. Process requests received in proper order for repurchase or tender events in the frequency as set forth in the offering documents or filing, and reject promptly any requests not received in proper order (as defined by an Authorized Person). (xvi) Provide 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 units of the Fund on TA2000. For clarification, with respect to obligations, the Fund is responsible for any registration or filing with a Governmental Authority or obtaining approval from such body required for the sale of units of the Fund in each jurisdiction in which it is sold. SS&C’s sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of units 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 SS&C, to ensure accuracy. SS&C is not responsible in any way for Claims that the sale of units of the Fund violated any such requirement (unless such violation results from a failure of the SS&C Blue Sky module to notify the Fund that such sales do not comply with the parameters set by the Fund for sales to residents of a given state). (xvii) Provide to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000. 2. At the request of an Authorized Person, SS&C shall use reasonable efforts to provide the services set forth in this Section D of Schedule A in connection with transactions (i) the processing of which transactions require SS&C to use methods and procedures other than those usually employed by SS&C to perform securityholder servicing agent services, (ii) involving the provision of information to SS&C after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by SS&C, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by normal transactions, (the “Exception Services”). 3. SS&C shall use commercially 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 a Fund's instructions, offering documents or application as amended from time to time, for the Fund provided (i) SS&C is advised in advance by the Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by SS&C 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 a Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by SS&C, SS&C 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 SS&C's cost of performing the services required hereunder at the current level of service, SS&C shall advise a Fund of the amount of such increase and if the Fund elects to utilize such function, feature or service, SS&C shall be entitled to increase its fees by the amount of the increase in costs. In no event shall SS&C 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. 4. The Parties agree that – to the extent that SS&C provides any Services under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section D.1(vii) – it is the parties’ mutual intent that SS&C will provide only printing, reproducing, and other mechanical assistance to the Fund and that SS&C will not make any judgments or exercise any discretion of any kind, and particularly that SS&C 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 securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (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 Fund which among other things identify the specific boxes and lines into which amounts calculated by SS&C are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to SS&C in connection with all of the services that are to be provided by SS&C under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section D.1(viii)), including promptly providing responses to requests for direction that may be made from time to time by SS&C of the Fund in this regard. 5. Each Fund instructs and authorizes SS&C to provide the Services as set forth in the Agreement in connection with transactions on behalf of certain Individual Retirement (“IXX”) accounts (“IXX Accounts”) featuring each Fund made available by each Fund, and offered through SS&C’s IXX custodial offering where SS&C acts as service provider. Each Fund acknowledges and agrees that as part of such Services, SS&C will act as service provider to the custodian for such IXX Accounts. (i) Each Fund agrees that SS&C will perform the following functions, among others, with respect to the IXX Accounts: (a) securityholder recordkeeping; (b) account servicing (including returning securityholders’ initial principal investment if requested pursuant to the 7-day right of revocation as allowed per statutory regulations); (c) receipt of securityholder monies within each Fund universal bank account; (d) movement of securityholder money to either each Fund or custodian cash positions; (e) payment, dividend disbursement and bank account reconciliation; (f) preparing, providing in electronic format a file to each Fund’s print vendor of choice, and filing all tax reports, information returns and other documents required by the Internal Revenue Code of 1986, as amended, with respect to IXX Accounts and withholding and submitting all taxes relating to such accounts; (g) providing all securityholder notices and other information which the Custodian provides with regard to the IXX Accounts under applicable federal and state laws; (h) providing reasonable assistance to each Fund to complete a block transfer of the securityholders’ custodial accounts to a successor custodian, in the event the custodian resigns as custodian for the securityholders (subject to recompense of SS&C for such assistance at its standard rates and fees for personnel then in effect at that time); (i) solicitation and processing of securityholder paid custodial fees; and (j) processing of annual custodian maintenance fees from cash or reinvested distributions. (ii) In connection with providing Services for the IXX Accounts, each Fund hereby authorizes SS&C, acting as agent for each Fund: (1) to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which SS&C shall deposit each Fund’s funds SS&C receives for payment of dividends, distributions, purchases of each Fund units, redemptions of each Fund units, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by SS&C on behalf of each Fund and the IXX securityholders provided for in the Agreement; (2) move money to either each Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such instructions were provided to SS&C, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill SS&C’s obligations under the Agreement with respect to the IXX Accounts. SS&C, acting as agent for each Fund, is also hereby authorized to execute on behalf and in the name of each Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for SS&C to utilize to accomplish the purposes of this Section. In each of the foregoing situations, SS&C shall not be liable for any Losses arising out of or resulting from errors or omissions of the Bank provided, however, that SS&C shall have acted in good faith, with due diligence and without gross negligence.

Transfer Agency and Investor Relations. 1. SS&C, utilizing TA2000TM, its computerized data processing system for securityholder accounting (the "“TA2000 System"”), will perform the following services: (i) Issue (including countersigning)Issue, transfer and redeem book entry units or cancel unit certificates as applicable. (ii) Maintain securityholder accounts on the records of each Fund on the TA2000 System in accordance with the instructions and information received by SS&C from the Fund, Investment Manager, the Fund's ’s distributor, the Fund’s custodian or any other person whom the Fund names in writing to SS&C (each an “Authorized Person”), broker-dealers or securityholders. (iii) When and if a Fund participates in the Depository Trust Clearing Corporation (“DTCC”), and to the extent SS&C supports the functionality of the applicable DTCC program (i.e., Networking, Fund Serv, each, the “Program”), SS&C will: (a) Accept and effectuate the registration and maintenance of accounts through the Program and the purchase, redemption, exchange and transfer of units in such accounts through systems or applications offered via the Program in accordance with instructions transmitted to and received by SS&C by transmission from DTCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, on the dealer file maintained by SS&C. (b) Issue instructions to the Fund’s banks for the settlement of transactions between the Fund and DTCC (acting on behalf of its broker-dealer and bank participants). (iv) Provide account and transaction information from each affected Fund’s records on TA2000 in accordance with the applicable Program’s rules. (v) Maintain securityholder accounts on TA2000 through the Programs. (vi) Provide transaction journals. (vii) Prepare securityholder meeting lists for use in connection with the securityholder meetings and certify a copy of such list. (viii) Withhold, as required by federal law, taxes on securityholder accounts, perform and pay backup withholding as required for all securityholders, and prepare, file and provide, in electronic format, the applicable U.S. Treasury Department information returns or 1099 data file, as applicable, to each Fund’s vendor of choice. (ix) Disburse income dividends and capital gains distributions to securityholders and record reinvestment of dividends and distributions in units of the Fund. (x) Provide or make available on-line daily and monthly reports as provided by the TA2000 System and as requested by a Fund or Investment Manager. (xi) Maintain those records necessary to carry out SS&C's ’s duties hereunder, including all information reasonably required by a Fund to account for all transactions on TA2000 in the Fund units. (xii) Calculate the appropriate sales charge, if applicable and supported by TA2000, with respect to each purchase of Fund units as instructed by an Authorized Person, determine the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to SS&C by the Fund's ’s distributor or any other Authorized Person from time to time, disburse dealer commissions collected to such dealers, determine the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer. (xiii) Receive correspondence pertaining to any former, existing or new securityholder account, process such correspondence for proper recordkeeping, and respond promptly to securityholder correspondence. (xiv) Mail to dealers confirmations of wire order trades. (xv) Process, generally on the date of receipt, purchases, or instructions, as applicable, to settle any mail or wire order purchases received in proper order. Process requests received in proper order for repurchase or tender events in the frequency as set forth in the offering documents or filing, and reject promptly any requests not received in proper order (as defined by an Authorized Person). (xvi) Provide 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 units of the Fund on TA2000. For clarification, with respect to obligations, the Fund is responsible for any registration or filing with a Governmental Authority or obtaining approval from such body required for the sale of units of the Fund in each jurisdiction in which it is sold. SS&C’s sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of units 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 SS&C, to ensure accuracy. SS&C is not responsible in any way for Claims that the sale of units of the Fund violated any such requirement (unless such violation results from a failure of the SS&C Blue Sky module to notify the Fund that such sales do not comply with the parameters set by the Fund for sales to residents of a given state). (xvii) Provide to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000. 2. At the request of an Authorized Person, SS&C shall use reasonable efforts to provide the services set forth in this Section D of Schedule A in connection with transactions (i) the processing of which transactions require SS&C to use methods and procedures other than those usually employed by SS&C to perform securityholder servicing agent services, (ii) involving the provision of information to SS&C after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by SS&C, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by normal transactions, (the “Exception Services”). 3. SS&C shall use commercially 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 a Fund's instructions, offering documents or application as amended from time to time, for the Fund provided (i) SS&C is advised in advance by the Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by SS&C 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 a Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by SS&C, SS&C 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 SS&C's cost of performing the services required hereunder at the current level of service, SS&C shall advise a Fund of the amount of such increase and if the Fund elects to utilize such function, feature or service, SS&C shall be entitled to increase its fees by the amount of the increase in costs. In no event shall SS&C 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. 4. The Parties agree that – to the extent that SS&C provides any Services under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section D.1(vii) – it is the parties’ mutual intent that SS&C will provide only printing, reproducing, and other mechanical assistance to the Fund and that SS&C will not make any judgments or exercise any discretion of any kind, and particularly that SS&C 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 securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (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 Fund which among other things identify the specific boxes and lines into which amounts calculated by SS&C are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to SS&C in connection with all of the services that are to be provided by SS&C under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section D.1(viii)), including promptly providing responses to requests for direction that may be made from time to time by SS&C of the Fund in this regard. 5. Each Fund instructs and authorizes SS&C to provide the Services as set forth in the Agreement in connection with transactions on behalf of certain Individual Retirement (“IXX”) accounts (“IXX Accounts”) featuring each Fund made available by each Fund, and offered through SS&C’s IXX custodial offering where SS&C acts as service provider. Each Fund acknowledges and agrees that as part of such Services, SS&C will act as service provider to the custodian for such IXX Accounts. (i) Each Fund agrees that SS&C will perform the following functions, among others, with respect to the IXX Accounts: (a) securityholder recordkeeping; (b) account servicing (including returning securityholders’ initial principal investment if requested pursuant to the 7-day right of revocation as allowed per statutory regulations); (c) receipt of securityholder monies within each Fund universal bank account; (d) movement of securityholder money to either each Fund or custodian cash positions; (e) payment, dividend disbursement and bank account reconciliation; (f) preparing, providing in electronic format a file to each Fund’s print vendor of choice, and filing all tax reports, information returns and other documents required by the Internal Revenue Code of 1986, as amended, with respect to IXX Accounts and withholding and submitting all taxes relating to such accounts; (g) providing all securityholder notices and other information which the Custodian provides with regard to the IXX Accounts under applicable federal and state laws; (h) providing reasonable assistance to each Fund to complete a block transfer of the securityholders’ custodial accounts to a successor custodian, in the event the custodian resigns as custodian for the securityholders (subject to recompense of SS&C for such assistance at its standard rates and fees for personnel then in effect at that time); (i) solicitation and processing of securityholder paid custodial fees; and (j) processing of annual custodian maintenance fees from cash or reinvested distributions. (ii) In connection with providing Services for the IXX Accounts, each Fund hereby authorizes SS&C, acting as agent for each Fund: (1) to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which SS&C shall deposit each Fund’s funds SS&C receives for payment of dividends, distributions, purchases of each Fund units, redemptions of each Fund units, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by SS&C on behalf of each Fund and the IXX securityholders provided for in the Agreement; (2) move money to either each Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such instructions were provided to SS&C, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill SS&C’s obligations under the Agreement with respect to the IXX Accounts. SS&C, acting as agent for each Fund, is also hereby authorized to execute on behalf and in the name of each Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for SS&C to utilize to accomplish the purposes of this Section. In each of the foregoing situations, SS&C shall not be liable for any Losses arising out of or resulting from errors or omissions of the Bank provided, however, that SS&C shall have acted in good faith, with due diligence and without gross negligence.

Transfer Agency and Investor Relations. 1. SS&C, utilizing TA2000TM, its computerized data processing system for securityholder accounting (the "“TA2000 System"”), will perform the following services: (i) Issue (including countersigning)Issue, transfer and redeem book entry units or cancel unit certificates as applicable. (ii) Maintain securityholder accounts on the records of each Fund on the TA2000 System in accordance with the instructions and information received by SS&C from the Fund, Investment Manager, the Fund's ’s distributor, the Fund’s custodian or any other person whom the Fund names in writing to SS&C (each an “Authorized Person”), broker-dealers or securityholders. (iii) When and if a Fund participates in the Depository Trust Clearing Corporation (“DTCC”), and to the extent SS&C supports the functionality of the applicable DTCC program (i.e., Networking, Fund Serv, each, the “Program”), SS&C will: (a) Accept and effectuate the registration and maintenance of accounts through the Program and the purchase, redemption, exchange and transfer of units in such accounts through systems or applications offered via the Program in accordance with instructions transmitted to and received by SS&C by transmission from DTCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, on the dealer file maintained by SS&C. (b) Issue instructions to the Fund’s banks for the settlement of transactions between the Fund and DTCC (acting on behalf of its broker-dealer and bank participants). (iv) Provide account and transaction information from each affected Fund’s records on TA2000 in accordance with the applicable Program’s rules. (v) Maintain securityholder accounts on TA2000 through the Programs. (vi) Provide transaction journals. (vii) Prepare securityholder meeting lists for use in connection with the securityholder meetings and certify a copy of such list. (viii) Withhold, as required by federal law, taxes on securityholder accounts, perform and pay backup withholding as required for all securityholders, and prepare, file and provide, in electronic format, the applicable U.S. Treasury Department information returns or 1099 data file, as applicable, to each Fund’s vendor of choice. (ix) Disburse income dividends and capital gains distributions to securityholders and record reinvestment of dividends and distributions in units of the Fund. (x) Provide or make available on-line daily and monthly reports as provided by the TA2000 System and as requested by a Fund or Investment Manager. (xi) Maintain those records necessary to carry out SS&C's ’s duties hereunder, including all information reasonably required by a Fund to account for all transactions on TA2000 in the Fund units. (xii) Calculate the appropriate sales charge, if applicable and supported by TA2000, with respect to each purchase of Fund units as instructed by an Authorized Person, determine the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to SS&C by the Fund's ’s distributor or any other Authorized Person from time to time, disburse dealer commissions collected to such dealers, determine the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer. (xiii) Receive correspondence pertaining to any former, existing or new securityholder account, process such correspondence for proper recordkeeping, and respond promptly to securityholder correspondence. (xiv) Mail to dealers confirmations of wire order trades. (xv) Process, generally on the date of receipt, purchases, or instructions, as applicable, to settle any mail or wire order purchases received in proper order. Process requests received in proper order for repurchase or tender events in the frequency as set forth in the offering documents or filing, and reject promptly any requests not received in proper order (as defined by an Authorized Person). (xvi) Provide 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 units of the Fund on TA2000. For clarification, with respect to obligations, the Fund is responsible for any registration or filing with a Governmental Authority or obtaining approval from such body required for the sale of units of the Fund in each jurisdiction in which it is sold. SS&C’s sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of units 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 SS&C, to ensure accuracy. SS&C is not responsible in any way for Claims that the sale of units of the Fund violated any such requirement (unless such violation results from a failure of the SS&C Blue Sky module to notify the Fund that such sales do not comply with the parameters set by the Fund for sales to residents of a given state). (xvii) Provide to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000. 2. At the request of an Authorized Person, SS&C shall use reasonable efforts to provide the services set forth in this Section D of Schedule A in connection with transactions (i) the processing of which transactions require SS&C to use methods and procedures other than those usually employed by SS&C to perform securityholder servicing agent services, (ii) involving the provision of information to SS&C after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by SS&C, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by normal transactions, (the “Exception Services”). 3. SS&C shall use commercially 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 a Fund's ’s instructions, offering documents or application as amended from time to time, for the Fund provided (i) SS&C is advised in advance by the Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by SS&C 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 a Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by SS&C, SS&C 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 SS&C's ’s cost of performing the services required hereunder at the current level of service, SS&C shall advise a Fund of the amount of such increase and if the Fund elects to utilize such function, feature or service, SS&C shall be entitled to increase its fees by the amount of the increase in costs. In no event shall SS&C 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. 4. The Parties agree that – — to the extent that SS&C provides any Services under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section D.1(vii) – — it is the parties’ mutual intent that SS&C will provide only printing, reproducing, and other mechanical assistance to the Fund and that SS&C will not make any judgments or exercise any discretion of any kind, and particularly that SS&C 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 securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (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 Fund which among other things identify the specific boxes and lines into which amounts calculated by SS&C are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to SS&C in connection with all of the services that are to be provided by SS&C under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section D.1(viii)), including promptly providing responses to requests for direction that may be made from time to time by SS&C of the Fund in this regard. 5. Each Fund instructs and authorizes SS&C to provide the Services as set forth in the Agreement in connection with transactions on behalf of certain Individual Retirement (“IXX”) accounts (“IXX Accounts”) featuring each Fund made available by each Fund, and offered through SS&C’s IXX custodial offering where SS&C acts as service provider. Each Fund acknowledges and agrees that as part of such Services, SS&C will act as service provider to the custodian for such IXX Accounts. (i) Each Fund agrees that SS&C will perform the following functions, among others, with respect to the IXX Accounts: (a) securityholder recordkeeping; (b) account servicing (including returning securityholders’ initial principal investment if requested pursuant to the 7-day right of revocation as allowed per statutory regulations); (c) receipt of securityholder monies within each Fund universal bank account; (d) movement of securityholder money to either each Fund or custodian cash positions; (e) payment, dividend disbursement and bank account reconciliation; (f) preparing, providing in electronic format a file to each Fund’s print vendor of choice, and filing all tax reports, information returns and other documents required by the Internal Revenue Code of 1986, as amended, with respect to IXX Accounts and withholding and submitting all taxes relating to such accounts; (g) providing all securityholder notices and other information which the Custodian provides with regard to the IXX Accounts under applicable federal and state laws; (h) providing reasonable assistance to each Fund to complete a block transfer of the securityholders’ custodial accounts to a successor custodian, in the event the custodian resigns as custodian for the securityholders (subject to recompense of SS&C for such assistance at its standard rates and fees for personnel then in effect at that time); (i) solicitation and processing of securityholder paid custodial fees; and (j) processing of annual custodian maintenance fees from cash or reinvested distributions. (ii) In connection with providing Services for the IXX Accounts, each Fund hereby authorizes SS&C, acting as agent for each Fund: (1) to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which SS&C shall deposit each Fund’s funds SS&C receives for payment of dividends, distributions, purchases of each Fund units, redemptions of each Fund units, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by SS&C on behalf of each Fund and the IXX securityholders provided for in the Agreement; (2) move money to either each Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such instructions were provided to SS&C, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill SS&C’s obligations under the Agreement with respect to the IXX Accounts. SS&C, acting as agent for each Fund, is also hereby authorized to execute on behalf and in the name of each Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for SS&C to utilize to accomplish the purposes of this Section. In each of the foregoing situations, SS&C shall not be liable for any Losses arising out of or resulting from errors or omissions of the Bank provided, however, that SS&C shall have acted in good faith, with due diligence and without gross negligence.

Transfer Agency and Investor Relations. 1. SS&C, utilizing TA2000TM, its computerized data processing system for securityholder accounting (the "“TA2000 System"”), will perform the following services: (i) Issue (including countersigning), transfer and redeem book entry units or cancel unit certificates as applicable. (ii) Maintain securityholder accounts accounts. on the records of each Fund on the TA2000 System in accordance with the instructions and information received by SS&C from the Fund, Investment Manager, the Fund's ’s distributor, the Fund’s custodian or any other person whom the Fund names in writing to SS&C (each an “Authorized Person”), broker-dealers or securityholders. (iii) When and if a Fund participates in the Depository Trust Clearing Corporation (“DTCC”), and to the extent SS&C supports the functionality of the applicable DTCC program (i.e., Networking, Fund Serv, each, the “Program”), SS&C will: (a) Accept and effectuate the registration and maintenance of accounts through the Program and the purchase, redemption, exchange and transfer of units in such accounts through systems or applications offered via the Program in accordance with instructions transmitted to and received by SS&C by transmission from DTCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, on the dealer file maintained by SS&C. (b) Issue instructions to the Fund’s banks for the settlement of transactions between the Fund and DTCC (acting on behalf of its broker-dealer and bank participants). (iv) Provide account and transaction information from each affected Fund’s records on TA2000 in accordance with the applicable Program’s rules. (v) Maintain securityholder accounts on TA2000 through the Programs. (vi) Provide transaction journals. (vii) Prepare securityholder meeting lists for use in connection with the securityholder meetings and certify a copy of such list. (viii) Withhold, as required by federal law, taxes on securityholder accounts, perform and pay backup withholding as required for all securityholders, and prepare, file and provide, in electronic format, the applicable U.S. Treasury Department information returns or 1099 data file, as applicable, to each Fund’s vendor of choice. (ix) Disburse income dividends and capital gains distributions to securityholders and record reinvestment of dividends and distributions in units of the Fund. (x) Provide or make available on-line daily and monthly reports as provided by the TA2000 System and as requested by a Fund or Investment Manager. (xi) Maintain those records necessary to carry out SS&C's ’s duties hereunder, including all information reasonably required by a Fund to account for all transactions on TA2000 in the Fund units. (xii) Calculate the appropriate sales charge, if applicable and supported by TA2000, with respect to each purchase of Fund units as instructed by an Authorized Person, determine the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to SS&C by the Fund's ’s distributor or any other Authorized Person from time to time, disburse dealer commissions collected to such dealers, determine the portion of each sales charge payable to such managing dealer and disbursing such commissions to the managing dealer. (xiii) Receive correspondence pertaining to any former, existing or new securityholder account, process such correspondence for proper recordkeeping, and respond promptly to securityholder correspondence. (xiv) Mail to dealers confirmations of wire order trades. (xv) Process, generally on the date of receipt, purchases, or instructions, as applicable, to settle any mail or wire order purchases received in proper order. Process requests received in proper order for repurchase or tender events in the frequency as set forth in the offering documents or filing, and reject promptly any requests not received in proper order (as defined by an Authorized Person). (xvixv) Provide 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 units of the Fund on TA2000. For clarification, with respect to obligations, the Fund is responsible for any registration or filing with a Governmental Authority or obtaining approval from such body required for the sale of units of the Fund in each jurisdiction in which it is sold. SS&C’s sole obligation is to provide the Fund access to the Blue Sky module of TA2000 with respect to purchases of units 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 SS&C, to ensure accuracy. SS&C is not responsible in any way for Claims that the sale of units of the Fund violated any such requirement (unless such violation results from a failure of the SS&C Blue Sky module to notify the Fund that such sales do not comply with the parameters set by the Fund for sales to residents of a given state). (xviixvi) Provide to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000. 2. At the request of an Authorized Person, SS&C shall use reasonable efforts to provide the services set forth in this Section D of Schedule A in connection with transactions (i) the processing of which transactions require SS&C to use methods and procedures other than those usually employed by SS&C to perform securityholder servicing agent services, (ii) involving the provision of information to SS&C after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by SS&C, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by normal transactions, (the “Exception Services”). 3. SS&C shall use commercially 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 a Fund's ’s instructions, offering documents or application as amended from time to time, for the Fund provided (i) SS&C is advised in advance by the Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by SS&C 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 a Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by SS&C, SS&C 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 SS&C's ’s cost of performing the services required hereunder at the current level of service, SS&C shall advise a Fund of the amount of such increase and if the Fund elects to utilize such function, feature or service, SS&C shall be entitled to increase its fees by the amount of the increase in costs. In no event shall SS&C 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. 4. The Parties agree that – - to the extent that SS&C provides any Services under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section D.1(viiD.1 (vii) – - it is the parties’ mutual intent that SS&C will provide only printing, reproducing, and other mechanical assistance to the Fund and that SS&C will not make any judgments or exercise any discretion of any kind, and particularly that SS&C 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 securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (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 Fund which among other things identify the specific boxes and lines into which amounts calculated by SS&C are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to SS&C in connection with all of the services that are to be provided by SS&C under the Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section D.1(viii)), including promptly providing responses to requests for direction that may be made from time to time by SS&C of the Fund in this regard. 5. Each Fund instructs and authorizes SS&C to provide the Services as set forth in the Agreement in connection with transactions on behalf of certain Individual Retirement (“IXX”) accounts (“IXX Accounts”) featuring each Fund made available by each Fund, and offered through SS&C’s IXX custodial offering where SS&C acts as service provider. Each Fund acknowledges and agrees that as part of such Services, SS&C will act as service provider to the custodian for such IXX Accounts. (i) Each Fund agrees that SS&C will perform the following functions, among others, with respect to the IXX Accounts: (a) securityholder recordkeeping; (b) account servicing (including returning securityholders’ initial principal investment if requested pursuant to the 7-day right of revocation as allowed per statutory regulations); (c) receipt of securityholder monies within each Fund universal bank account; (d) movement of securityholder money to either each Fund or custodian cash positions; (e) payment, dividend disbursement and bank account reconciliation; (f) preparing, providing in electronic format a file to each Fund’s print vendor of choice, and filing all tax reports, information returns and other documents required by the Internal Revenue Code of 1986, as amended, with respect to IXX Accounts and withholding and submitting all taxes relating to such accounts; (g) providing all securityholder notices and other information which the Custodian provides with regard to the IXX Accounts under applicable federal and state laws; (h) providing reasonable assistance to each Fund to complete a block transfer of the securityholders’ custodial accounts to a successor custodian, in the event the custodian resigns as custodian for the securityholders (subject to recompense of SS&C for such assistance at its standard rates and fees for personnel then in effect at that time); (i) solicitation and processing of securityholder paid custodial fees; and (j) processing of annual custodian maintenance fees from cash or reinvested distributions. (ii) In connection with providing Services for the IXX Accounts, each Fund hereby authorizes SS&C, acting as agent for each Fund: (1) to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which SS&C shall deposit each Fund’s funds SS&C receives for payment of dividends, distributions, purchases of each Fund units, redemptions of each Fund units, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by SS&C on behalf of each Fund and the IXX securityholders provided for in the Agreement; (2) move money to either each Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such instructions were provided to SS&C, and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill SS&C’s obligations under the Agreement with respect to the IXX Accounts. SS&C, acting as agent for each Fund, is also hereby authorized to execute on behalf and in the name of each Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for SS&C to utilize to accomplish the purposes of this Section. In each of the foregoing situations, SS&C shall not be liable for any Losses arising out of or resulting from errors or omissions of the Bank provided, however, that SS&C shall have acted in good faith, with due diligence and without gross negligence.