Common use of Transfer Agency Services Clause in Contracts

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase of Shares from the Fund, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund as identified by the Fund (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase of Shares from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersShareholder; (viv) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viivi) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiivii) record the issuance of Shares of the Fund Company and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundCompany.

Transfer Agency Services. In Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of its respective Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the Fund's authorized and issued shares of its common stock or beneficial interest, as applicable ("Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information of the Fund, on behalf of the Portfolio, as the same may be modified or amended from time to time and provided by the Fund to the Transfer Agent ("Prospectus"), including without limitation any periodic investment plan or periodic withdrawal program and in connection therewith, to perform the following services in accordance with procedures established (i) Proper Instructions, (ii) federal and state laws, rules and regulations applicable to the performance of the services enumerated in Sections 2.1 through 2.6 and Sections 6.1 through 6.9 hereof (together with any incorporated Schedules and/or Exhibits) and/or to which Transfer Agent is subject ("Applicable Law"), (iii) the terms of the Prospectus of each Fund or Portfolio, as applicable, and (iv) the service level standards set forth in Schedule 2.1 attached hereto (the "Service Level Standards"). When used in this Agreement, the term "Proper Instructions" shall mean a writing signed or initialed by one or more persons as shall have been authorized from time to time by agreement between the respective Fund, as applicable, board of directors/trustees of each Fund (the "Board") and the Transfer Agent, with respect to which a written confirmation of such authorization shall have been filed with the Transfer Agent shall: (i) Receive orders for the purchase of Shares from by the Fund, . Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions ("Oral Instructions") will be deemed to be Proper Instructions if (a) they otherwise comply with the definition thereof and promptly deliver payment and appropriate documentation thereof (b) the Transfer Agent reasonably believes them to the custodian of the Fund as identified have been given by the Fund (the “Custodian”); (ii) Pursuant a person authorized to give such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) instructions with respect to the transactions in items (i) and (iii) abovetransaction involved. The Fund shall promptly confirm all Oral Instructions or cause such Oral Instructions given by a third party who is authorized to give such Oral Instructions, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemptionpromptly confirmed in writing. Proper Instructions may include communications effected through electro-mechanical or electronic devices. Proper Instructions, pay over oral or cause to written, may only be paid over amended or changed in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorizedwriting, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance including without limitation through electro-mechanical or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fundelectronic device.

Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as its transfer agent for the Fund's authorized and issued shares of its common stock ("Shares"), dividend disbursing agent, custodian of certain retirement plans and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Fund on behalf of the applicable Portfolio, including, without limitation, any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the respective FundFund on behalf of each of the Portfolios, as applicable, applicable and the Transfer Agent, the Transfer Agent shallagrees that it will perform the following services: (ia) Receive for acceptance, orders for the purchase of Shares from the FundShares, and promptly deliver payment and appropriate documentation thereof to the custodian Custodian of the Fund as identified by authorized pursuant to the Articles of Incorporation of the Fund (the “"Custodian”"); (iib) Pursuant to such purchase orders, issue the appropriate number of Shares and book hold such Share issuance to Shares in the appropriate Shareholder account; (iiic) Receive for acceptance redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (ivd) with In respect to the transactions in items (ia), (b) and (iiic) above, the Transfer Agent shall process execute transactions received directly from with broker-dealers or and other intermediaries financial institutions authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (ve) at At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vif) process transfer Effect transfers of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fundappropriate instructions; (viig) process Prepare and transmit payments for any dividends and distributions declared by the Fund; andFund on behalf of the applicable Portfolio; (viiih) record 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 protecting the Transfer Agent and the Fund, and 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 and advise the Fund and its Shareholders as to the foregoing; (j) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and . The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares of the Fund which are authorized and issued and outstanding but Transfer Agent and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; and (k) In the event any check or other order for the transfer of money is returned unpaid, take such steps as it may deem appropriate or the Fund may instruct to protect the Fund and the Transfer Agent from financial loss.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, each Trust and the Transfer Agent, the Transfer Agent shall: (i) Receive perform the customary services of a transfer agent and dividend disbursing agent; (ii) establish, upon receipt of a fully executed Authorized Participant Agreement, as amended from time to time, each Authorized Participant’s account in the respective Trust on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Authorized Participant; (iii) receive and process orders for the benefit of the appropriate Authorized Participant for the purchase of Shares Baskets from a Trust or its distributor as identified by such Trust (the Fund“Distributor”), and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund a Trust as identified by the Fund such Trust (the “Custodian”); (iiiv) Pursuant to such purchase orders, issue the appropriate number of Shares receive and book such Share issuance to the appropriate Shareholder account; (iii) Receive process redemption requests and redemption directions from the Fund a Trust or its Distributor and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to provide each week (via remote access) for each Trust a report of daily purchases of Baskets and redemptions of Shares by Authorized Participants (notwithstanding the transactions in items (i) and (iii) aboveforegoing, the Transfer Agent shall process transactions received directly foregoing report will be provided on an ad hoc basis from broker-dealers or other intermediaries authorized time to time as may be reasonably requested by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersManaging Owner); (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viii) record the issuance of Shares of the Fund respective Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund each Trust which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund each Trust on a regular basis with the total number of Shares of the Fund such Trust which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized or registered Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of each Trust; and, excluding DTC or its nominee as the Fundrecord or registered owner, the Transfer Agent shall have no obligations or responsibilities to account for, keep records of, or otherwise related to, the beneficial owners of the Shares; (vii) maintain and manage, as agent for the Trusts, 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 Basket purchases and redemptions and the payment of Trust distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent in accordance with applicable law; (viii) process any request from a Trust or its Distributor to change an Authorized Participant’s account registration; (ix) maintain daily/monthly reconciliation of outstanding units between a Trust and DTC; (x) except as otherwise instructed by each Trust, process all transactions in such Trust in accordance with the procedures mutually agreed upon by a Trust and the Transfer Agent with respect to the proper net asset value to be applied to purchases received in good order by the Transfer Agent or by such Trust or any other person or firm on behalf of such Trust or from an Authorized Participant before cut-off times established by such Trust. The Transfer Agent shall report to each Trust any known exceptions to the foregoing; (xi) implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of each Trust’s shareholders and of the Managing Owner’s employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public; and (xii) adopt and maintain a business continuity plan with respect to its transfer agency services.

Transfer Agency Services. In accordance with procedures established from time to time by written agreement between the respective FundAdministrator, on behalf of the Trust and each of the Portfolios, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive establish one or more omnibus accounts representing DTC’s position in each Portfolio on the Transfer Agent’s recordkeeping system and maintain each such account; (ii) receive and process orders identified for the benefit of the appropriate Authorized Participant for the purchase of Shares Creation Units from a Distributor or the FundTrust, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund a Portfolio as identified by the Fund Trust (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive receive and process redemption requests and redemption directions from the Fund Distributor or the Trust and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (vii) process prepare and transmit by means of DTC’s book-entry system payments for any dividends and distributions declared by the Fund; andTrust on behalf of the applicable Portfolio; (viiiv) record the issuance of Shares of the Fund applicable Portfolio and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund Administrator on a regular basis with the total number of Shares of the Fund which each Portfolio that are issued and outstanding outstanding; but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundAdministrator on behalf of the Trust and each Portfolio; and, except for the accounts established and maintained as provided in this Section 1.2 and in Section 1.3, the Transfer Agent shall have no obligation or responsibility to account for, keep records of, or otherwise related to, ownership of the Shares; (vi) maintain and manage, as agent for the Administrator on behalf of the Trust and 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 Creation Unit 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 the Transfer Agent in accordance with applicable law; (vii) process changes to Authorized Participant identification records; and (viii) except as otherwise instructed by the Administrator on behalf of the Trust, the Transfer Agent shall process all transactions in the Trust in accordance with the procedures agreed upon by the Administrator and the Transfer Agent with respect to the proper net asset value to be applied to purchases received in good order by the Transfer Agent or by the Administrator or any other person or firm on behalf of the Administrator or the Trust or from an Authorized Participant before the cut-off times established by the Trust; and the Transfer Agent shall report to the Administrator any known exceptions to the foregoing. Notwithstanding anything to the contrary contained herein, Transfer Agent will not provide Transfer Agency Services to an Authorized Participant who is an individual, and Administrator will not knowingly provide any information subject to any Applicable Privacy Laws as to such individual, as hereinafter defined, unless and until the Administrator has requested that Transfer Agent provide such services to such individual Authorized Participant and Transfer Agent has consented to provide such services in writing, which consent shall not be unreasonably withheld. The terms of Schedule B shall apply only to Customer Information provided to Transfer Agent after Transfer Agent has given its written consent, which consent shall not be unreasonably withheld to provide Transfer Agency Services to such individual Authorized Participant pursuant to the terms of this Section. The foregoing, however, shall not relieve Transfer Agent of any obligations it may have under any Privacy Laws applicable to its possession of any Customer Information (as defined in Schedule B)” or be construed as to impose any obligation or liability on Administrator with regard to any failure by Transfer Agent to comply with those laws.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, each Fund and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares Units from the such Fund, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund as identified by the such Fund (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares Units and book such Share Unit issuance to the appropriate Shareholder Member account; (iii) Receive process tender offers for the repurchase of Units; (iv) receive redemption requests and redemption directions from the each Fund and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and (iiiiv) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the each Fund who shall thereby be deemed to be acting on behalf of the such Fund; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersFund or the Members who have tendered Units for repurchase; (vivii) process transfer of Shares Units of a Fund by the registered owners thereof upon receipt of proper instruction and approval by the such Fund; (viiviii) process and transmit payments for any dividends and or distributions declared by the each Fund; and; (viiiix) record the issuance of Shares Units of the each Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares Units of the each Fund which are authorized, based upon data provided to it by the each such Fund, and issued and outstanding; and provide the each Fund on a regular basis with the total number of Shares Units of the each Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of SharesUnits, to monitor the issuance of such Shares Units to determine if there are authorized Shares Units available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such SharesUnits, which functions shall be the sole responsibility of the relevant Fund; and (x) implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of each Fund’s Members, employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Fund and the Transfer Agent, the Transfer Agent shall: (i) Receive act as the Fund’s fast automated securities transfer (“FAST”) program transfer agent; (ii) receive orders for the purchase of Shares from the Fund, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund as identified by the Fund (the “Custodian”); (iiiii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer transfers of Shares owned by the registered owners thereof upon receipt of proper instruction and approval by the Fundinstruction; (viiv) process and transmit payments for any dividends and distributions declared by the Fund; and; (viiivi) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it the Transfer Agent by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but the Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; (vii) perform certain other customary services of a transfer agent and dividend disbursing agent, including, but not limited to: maintaining Depository Trust Company (“DTC”) and direct Shareholder accounts, providing direct Shareholder registration information for the mailing of Shareholder reports and proxies to direct Shareholders, maintaining such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to dividends and distributions to direct Shareholders, preparing and mailing confirmation forms and statements of account to DTC and direct Shareholders for all purchases and transfers of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for direct Shareholders, and providing Shareholder account information and processing direct Shareholder correspondence and complaints; and (viii) provide sub-certificates in connection with the certification requirements of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the services provided by the Transfer Agent. The Transfer Agent shall perform such other services for the Fund as are mutually agreed to by the parties from time to time, for which the Fund will pay such fees as may be mutually agreed upon, including the Transfer Agent’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, on behalf of each of the Portfolios, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares from the Fund, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund a Portfolio as identified by the Fund (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Fund; (vii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (viiviii) process and transmit payments for any dividends and distributions declared by the FundFund on behalf of the applicable Portfolio; and (viiiix) record the issuance of Shares of the Fund applicable Portfolio and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund each Portfolio which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundPortfolio.

Transfer Agency Services. In accordance with the procedures established from time to time by agreement between the respective FundTrust and each Portfolio, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive establish each Authorized Participant’s account in the applicable Portfolio on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Authorized Participant; (ii) receive and process orders for the purchase of Shares Creation Units from the Fund, Distributor or the Trust; (iii) generate or cause to be generated and promptly deliver payment and appropriate documentation thereof transmitted confirmation of receipt of such purchase orders to the custodian of Authorized Participants and, if applicable, transmit appropriate trade instruction to the Fund as identified by the Fund National Securities Clearance Corporation (the “CustodianNSCC”); (iiiv) Pursuant to such purchase orders, issue the appropriate number of Shares receive and book such Share issuance to the appropriate Shareholder account; (iii) Receive process redemption requests and redemption directions from the Fund Distributor or the Trust and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and through (iiiiv) above, the Transfer Agent shall process may execute transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersAuthorized Participants; (vi) process transfer maintain and manage, as agent for the Trust and each Portfolio, such bank accounts as the Transfer Agent shall deem necessary for the performance of Shares its duties under this Agreement, including but not limited to, the processing of Creation Unit purchases and redemptions and the payment of a Portfolio’s dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the registered owners thereof upon receipt of proper instruction and approval by the FundTransfer Agent in accordance with applicable law; (vii) process and transmit payments for any dividends and distributions declared by the Fundrequest from an Authorized Participant to change its account registration; and (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it except as otherwise instructed by the FundTrust, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording process all transactions in each Portfolio in accordance with the issuance of Shares, procedures mutually agreed upon by the Trust and the Transfer Agent with respect to monitor the issuance proper net asset value to be applied to purchase orders received by the Transfer Agent or by the Trust or any other person or firm on behalf of such Shares to determine if there are authorized Shares available for issuance Portfolio or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fundfrom an Authorized Participant.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, each Fund and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares from the such Fund, and promptly deliver payment and appropriate documentation thereof to the custodian of the such Fund as identified by the Fund or Portfolio (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive receive requests for the repurchase of Shares in connection with tender offers and redemption directions from each Fund and deliver appropriate documentation thereof to the Custodian; (iv) receive redemption requests and redemption directions from the each Fund and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and (iiiiv) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the each Fund who shall thereby be deemed to be acting on behalf of the Fundsuch Fund or Portfolio; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersFund or the Shareholders who have tendered Shares for repurchase; (vivii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the such Fund; (viiviii) process and transmit payments for any dividends and or distributions declared by the each Fund; and (viiiix) record the issuance of Shares of the Fund applicable Portfolio and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund each Portfolio which are authorized, based upon data provided to it by the each such Fund, and issued and outstanding; and provide the each Fund on a regular basis with the total number of Shares of the Fund each Portfolio which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fundapplicable Fund and Portfolio.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase of Shares from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder shareholder account; (iii) Receive redemption requests and redemption directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholdersshareholder; (viv) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viivi) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiivii) record the issuance of Shares of the Fund Company and maintain pursuant to SEC Rule 17Ad-10(e17Ad-I 0(e) a record of the total number of Shares of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundCompany.

Transfer Agency Services. In Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of its respective Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the Fund's authorized and issued shares of its common stock or beneficial interest, as applicable ("Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information of the Fund, on behalf of the Portfolio, as the same may be modified or amended from time to time and provided by the Fund to the Transfer Agent ("Prospectus"), including without limitation any periodic investment plan or periodic withdrawal program and in connection therewith, to perform the following services in accordance with procedures established (i) Proper Instructions, (ii) federal and state laws, rules and regulations applicable to the performance of the services enumerated in SECTIONS 2.1 THROUGH 2.6 AND SECTIONS 6.1 THROUGH 6.9 hereof (together with any incorporated Schedules and/or Exhibits) and/or to which Transfer Agent is subject ("Applicable Law"), (iii) the terms of the Prospectus of each Fund or Portfolio, as applicable, and (iv) the service level standards set forth in SCHEDULE 2.1 attached hereto (the "Service Level Standards"). When used in this Agreement, the term "Proper Instructions" shall mean a writing signed or initialed by one or more persons as shall have been authorized from time to time by agreement between the respective Fund, as applicable, board of directors/trustees of each Fund (the "Board") and the Transfer Agent, with respect to which a written confirmation of such authorization shall have been filed with the Transfer Agent shall: (i) Receive orders for the purchase of Shares from by the Fund, . Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions ("Oral Instructions") will be deemed to be Proper Instructions if (a) they otherwise comply with the definition thereof and promptly deliver payment and appropriate documentation thereof (b) the Transfer Agent reasonably believes them to the custodian of the Fund as identified have been given by the Fund (the “Custodian”); (ii) Pursuant a person authorized to give such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) instructions with respect to the transactions in items (i) and (iii) abovetransaction involved. The Fund shall promptly confirm all Oral Instructions or cause such Oral Instructions given by a third party who is authorized to give such Oral Instructions, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemptionpromptly confirmed in writing. Proper Instructions may include communications effected through electro-mechanical or electronic devices. Proper Instructions, pay over oral or cause to written, may only be paid over amended or changed in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorizedwriting, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance including without limitation through electro-mechanical or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fundelectronic device.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Client and the Transfer AgentAgent (the “Procedures”), the Transfer Agent shall: (i) Receive establish each Member’s account in the respective Class on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Member; (ii) receive orders for the purchase of Shares Units from the FundClient, and promptly deliver payment and appropriate documentation thereof to the Client's custodian of the Fund as identified by the Fund (the “Custodian”); (iiiii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares Units and book such Share Unit issuance to the appropriate Shareholder Member account; (iiiiv) Receive receive redemption requests and redemption directions from the Fund Client and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and through (iiiiv) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Client who shall thereby be deemed to be acting on behalf of the FundClient; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersMembers; (vivii) process Member account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Client; (viii) process transfer of Shares Units by the registered owners thereof upon receipt of proper instruction and approval by the FundClient; (viiix) process and transmit payments for any dividends and distributions declared by the FundClient; and (viiix) record the issuance of Shares Units of the Fund each Class and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares Units of the Fund each Class which are authorized, based upon data provided to it by the FundClient, and issued and outstanding; and provide the Fund Client on a regular basis with the total number of Shares Units of the Fund each Class which are issued and outstanding but outstanding. However, the Transfer Agent shall have no obligation, when recording the issuance of SharesClass Units, to monitor the issuance of such Shares Units to determine if there are authorized Shares Units available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such SharesUnits, which functions shall be the sole responsibility of the FundClient.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundTrust, on behalf of each of the Funds, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase of Shares from the FundTrust, and promptly deliver payment and appropriate documentation thereof to the custodian of the a Fund as identified by the Fund Trust (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund Trust and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundTrust; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viiiv) record the issuance of Shares of the applicable Fund and maintain pursuant to SEC Rule 17Ad-10(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares of the each Fund which are authorized, based upon data provided to it by the FundTrust, and issued and outstanding; and provide the Fund Trust on a regular basis with the total number of Shares of the each Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; and (vi) implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of the Trust’s shareholders, employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundFund on behalf of each of the Portfolios, as applicable, applicable and the Transfer Agent, the Transfer Agent Agent, if and only if designated as the responsible party in the attached Schedule B, shall: (i) Receive orders for the purchase of Shares from the FundShares, and promptly deliver payment and appropriate documentation thereof to the custodian Custodian of the Fund as identified by the Fund (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) with In respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of have been authorized directly or indirectly by the Fund; (v) at the appropriate time as and when When it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer Process transfers of Shares by the registered owners thereof upon receipt of proper instruction and approval by in accordance with appropriate instructions from the Fund; (vii) process Process and transmit payments for any dividends and distributions declared by the FundFund on behalf of the applicable Portfolio; and (viii) record Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are are: (1) authorized, based upon data provided to it by the Fund, and (2) issued and outstanding; and . The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares of the Fund shares which are authorized and issued and outstanding but outstanding. The Fund acknowledges that the Fund, and not the Transfer Agent shall have no obligationAgent, when recording the issuance of Shares, to monitor the issuance of such Shares to determine is responsible for determining if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Client and the Transfer AgentAgent (the “Procedures”), the Transfer Agent shall: (i) Receive establish each Member’s account in the respective Class on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Member; (ii) receive orders for the purchase of Shares Units from the FundClient, and promptly deliver payment and appropriate documentation thereof to the Client’s custodian of the Fund as identified by the Fund (the “Custodian”); (iiiii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares Units and book such Share Unit issuance to the appropriate Shareholder Member account; (iiiiv) Receive receive redemption requests and redemption directions from the Fund Client and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and through (iiiiv) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Client who shall thereby be deemed to be acting on behalf of the FundClient; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersMembers; (vivii) process Member account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Client; (viii) process transfer of Shares Units by the registered owners thereof upon receipt of proper instruction and approval by the FundClient; (viiix) process and transmit payments for any dividends and distributions declared by the FundClient; and (viiix) record the issuance of Shares Units of the Fund each Class and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares Units of the Fund each Class which are authorized, based upon data provided to it by the FundClient, and issued and outstanding; and provide the Fund Client on a regular basis with the total number of Shares Units of the Fund each Class which are issued and outstanding but outstanding. However, the Transfer Agent shall have no obligation, when recording the issuance of SharesClass Units, to monitor the issuance of such Shares Units to determine if there are authorized Shares Units available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such SharesUnits, which functions shall be the sole responsibility of the FundClient.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares Units from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares Units and book such Share Unit issuance to the appropriate Shareholder Unitholder account; (iii) Receive receive redemption requests and redemption directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Company who shall thereby be deemed to be acting on behalf of the FundCompany; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming ShareholdersUnitholders; (vi) process Unitholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Company; (vii) process transfer of Shares Units by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viiviii) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiiix) record the issuance of Shares of the Fund Units and maintain maintain, pursuant to SEC U.S. Securities and Exchange Commission ("SEC") Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares Units of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares Units of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of SharesUnits, to monitor the issuance of such Shares Units to determine if there are authorized Shares Units available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such SharesUnits, which functions shall be the sole responsibility of the FundCompany.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive receive redemption requests and redemption directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Company who shall thereby be deemed to be acting on behalf of the FundCompany; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Company; (vii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viiviii) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiiix) record the issuance of Shares of the Fund and maintain maintain, pursuant to SEC Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundCompany.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundTrust, on behalf of each of the Funds, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase of Shares from the FundTrust, and promptly deliver payment and appropriate documentation thereof to the custodian of the a Fund as identified by the Fund Trust (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund Trust and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundTrust; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viiiv) record the issuance of Shares of the applicable Fund and maintain pursuant to SEC Rule 17Ad-10(e17Ad-lO(e) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares of the each Fund which are authorized, based upon data provided to it by the FundTrust, and issued and outstanding; and provide the Fund Trust on a regular basis with the total number of Shares of the each Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; and (vi) implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of the Trust’s shareholders, employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (t) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Transfer Agency Services. In Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of its respective Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the Fund’s authorized and issued shares of its common stock or beneficial interest, as applicable (“Shares”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund (“Shareholders”) and set out in the currently effective prospectus and statement of additional information of the Fund on behalf of the Portfolio, as the same may be modified or amended from time to time and provided by the Fund to the Transfer Agent (“ Prospectus ”) , including without limitation any periodic investment plan or periodic withdrawal program and in connection therewith, to perform the following services in accordance with procedures established (i) Proper Instructions, (ii) federal and state laws, rules and regulations applicable to the performance of the services enumerated in Sections 2.1 through 2.6 and Sections 6.1 through 6.9 hereof (together with any incorporated Schedules and/or Exhibits) and/ or to which Transfer Agent is subject (“Applicable Law”), (iii) the terms of the Prospectus of each Fund or Portfolio, as applicable, and (iv) the service level standards set forth in Schedule 2.1 attached hereto (the “Service Level Standards”). When used in this Agreement, the term “Proper Instructions” shall mean a writing signed or initialed by one or more persons as shall have been authorized from time to time by agreement between the respective Fund, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase board of Shares from the Fund, and promptly deliver payment and appropriate documentation thereof to the custodian directors/trustees of the Fund as identified by the each Fund (the “CustodianBoard”); ) and with respect to which a written confirmation of such authorization shall have been filed with the Transfer Agent by the Fund. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions (ii“Oral Instructions”) Pursuant will be deemed to be Proper Instructions if (a) they otherwise comply with the definition thereof and (b) the Transfer Agent reasonably believes them to have been given by a person authorized to give such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) instructions with respect to the transactions in items (i) and (iii) abovetransaction involved. The Fund shall promptly confirm all Oral Instructions or cause such Oral Instructions given by a third party who is authorized to give such Oral Instructions, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemptionpromptly confirmed in writing. Proper Instructions may include communications effected through electro-mechanical or electronic devices. Proper Instructions, pay over oral or cause to written, may only be paid over amended or changed in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (vii) process and transmit payments for any dividends and distributions declared by the Fund; and (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorizedwriting, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance including without limitation through electro-mechanical or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fundelectronic device.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundFund on behalf of each of the Portfolios, as applicable, applicable and the Transfer Agent, the Transfer Agent Agent, shall: (i) Receive orders for the purchase of Shares Creation Units from the FundFund or Distributor, and promptly deliver payment and appropriate documentation thereof to the custodian Custodian of the Fund as identified by the Fund (the “Custodian”"CUSTODIAN"); (ii) Pursuant Generate or cause to be generated and transmitted confirmation of receipt of such purchase orders, issue the appropriate number of Shares and book such Share issuance orders to the Authorized Participants; transmit appropriate Shareholder accounttrade instruction to the National Securities Clearance Corporation, if applicable; (iii) Receive redemption requests and redemption directions from the Fund or Distributor and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies monies, if any, to the redeeming Authorized Participant as instructed by the redeeming Shareholders; (vi) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund; (viiv) process Prepare and transmit by means of DTC's book-entry system payments for any dividends and distributions declared by the FundFund on behalf of a Portfolio; and (viiivi) record Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but outstanding. Notwithstanding any provision to the contrary, (1) the Transfer Agent shall have no obligation, when recording the issuance of SharesShares or otherwise, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; and (2) excluding DTC or its nominee as the record or registered owner, the Transfer Agent shall have no obligations or responsibilities to account for, keep records of, or otherwise related to, the beneficial owners of the Shares.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundFund on behalf of each of the Portfolios, as applicable, applicable and the Transfer Agent, the Transfer Agent Agent, if and only if designated as the responsible party in the attached Schedule A, shall: (i) Receive orders for the purchase of Shares from the FundFund and its authorized intermediary, and promptly deliver payment and appropriate documentation thereof to the custodian Custodian of the Fund as identified by the Fund (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book hold such Share issuance to Shares in the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and its authorized intermediary and deliver the appropriate documentation thereof to the Custodian; (iv) with In respect to the transactions in items (i), (ii) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer Process transfers of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fundappropriate instructions; (vii) process Process and transmit payments for any dividends and distributions declared by the Fund on behalf of the applicable Portfolio; (viii) 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 protecting the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and (viiix) record Record the issuance of Shares shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares shares of the Fund which are are: (1) authorized, based upon data provided to it by the Fund, and (2) issued and outstanding; and . The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares of the Fund shares which are authorized and issued and outstanding but Transfer Agent and shall have no obligation, when recording the issuance of Sharesshares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance shares or to take cognizance of any laws relating to, or corporate actions required for, to the issue or sale of such Sharesshares, which functions shall be the sole responsibility of the Fund.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive establish each Shareholder’s account in the Company on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Shareholder; (ii) receive orders for the purchase of Shares from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (iiiii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iiiiv) Receive redemption receive repurchase requests and redemption repurchase directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and through (iiiiv) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Company who shall thereby be deemed to be acting on behalf of the FundCompany; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemptionrepurchase, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vivii) process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Company; (viii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viiix) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiix) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundCompany.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive receive redemption requests and redemption directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Company who shall thereby be deemed to be acting on behalf of the FundCompany; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Company; (vii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viiviii) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiiix) record the issuance of Shares of the Fund and maintain maintain, pursuant to SEC Rule 17Ad-10(e17Ad- 10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundCompany.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Fund and the Transfer Agent, the Transfer Agent shall: (i) Receive act as the Fund’s fast automated securities transfer (“FAST”) program transfer agent; (ii) receive orders for the purchase of Shares from the Fund, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund as identified by the Fund (the “Custodian”); (iiiii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption requests and redemption directions from the Fund and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer transfers of Shares owned by the registered owners thereof upon receipt of proper instruction and approval by the Fundinstruction; (viiv) process and transmit payments for any dividends and distributions declared by the Fund; and; (viiivi) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it the Transfer Agent by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund which are issued and outstanding but the Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; (vii) perform certain other customary services of a transfer agent and dividend disbursing agent, including, but not limited to: maintaining Depository Trust Company (“DTC”) and direct Shareholder accounts, providing direct Shareholder registration information for the mailing of Shareholder reports and proxies to direct Shareholders, maintaining such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to dividends and distributions to direct Shareholders, preparing and mailing confirmation forms and statements of account to DTC and direct Shareholders for all purchases and transfers of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for direct Shareholders, and providing Shareholder account information and processing direct Shareholder correspondence and complaints; and (viii) provide sub-certificates in connection with the certification requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the services provided by the Transfer Agent. The Transfer Agent shall perform such other services for the Fund as are mutually agreed to by the parties from time to time, for which the Fund will pay such fees as may be mutually agreed upon, including the Transfer Agent’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundTrust and each Portfolio, as applicable, and the Transfer Agent, and in acknowledgement of the terms and conditions of the form Participant Agreement attached as Exhibit A hereto, but only to the extent that such terms and conditions do not deviate from such Participant Agreement, the Transfer Agent shall: (i) Receive establish each Authorized Participant’s account in the applicable Portfolio on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Authorized Participant; (ii) receive and process orders for the purchase of Shares Creation Units from the FundDistributor or the Trust, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund applicable Portfolio as identified by the Fund Trust (the “Custodian”); (iiiii) Pursuant generate or cause to be generated and transmitted confirmation of receipt of such purchase orders, issue the appropriate number of Shares and book such Share issuance orders to the Authorized Participants and, if applicable, transmit appropriate Shareholder accounttrade instruction to the National Securities Clearance Corporation (“NSCC”) and/or DTC; (iiiiv) Receive receive and process redemption requests and redemption directions from the Fund Distributor or the Trust and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and through (iiiiv) above, the Transfer Agent shall process may execute transactions received directly from broker-dealers or other intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fundwith Authorized Participants; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies monies, if any, to the redeeming Authorized Participant as instructed by the redeeming Shareholders; (vi) process transfer of Shares by Distributor or the registered owners thereof upon receipt of proper instruction and approval by the FundTrust; (vii) process prepare and transmit by means of DTC’s book-entry system payments for any dividends and distributions declared by the Fund; andTrust on behalf of the applicable Portfolio; (viii) record the issuance of Shares of the Fund applicable Portfolio and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares of the Fund each Portfolio which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.and

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective FundTrust, on behalf of each of the Funds, as applicable, and the Transfer Agent, the Transfer Agent shall: (i) Receive and process orders for the purchase of Shares from the FundTrust, and promptly deliver payment and appropriate documentation thereof to the custodian of the a Fund as identified by the Fund Trust (the “Custodian”); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive and process redemption requests and redemption directions from the Fund Trust and deliver the appropriate documentation thereof to the Custodian; (iv) with With respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Trust who shall thereby be deemed to be acting on behalf of the FundTrust; (v) at At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process transfer Process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Trust; (vii) Process transfers of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundTrust; (viiviii) process Process and transmit payments for any dividends and distributions declared by the Trust on behalf of the applicable Fund; and (viiiix) record Record the issuance of Shares of the applicable Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the each Fund which are authorized, based upon data provided to it by the FundTrust, and issued and outstanding; and provide the Fund Trust on a regular basis with the total number of Shares of the each Fund which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Trust and the Transfer Agent, the Transfer Agent shall: (i) Receive orders for the purchase of Shares from the FundTrust, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Trust as identified by the Fund Trust (the “"Custodian”"); (ii) Pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Process tender offers for the repurchase of Shares; (iv) Receive redemption repurchase requests and redemption repurchase directions from the Fund Trust and deliver the appropriate documentation thereof to the Custodian; (ivv) with respect to the transactions in items (i) and (iiiiv) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Trust who shall thereby be deemed to be acting on behalf of the FundTrust; (vvi) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemptionrepurchase, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming repurchase Shareholders; (vivii) process Shareholder account maintenance instructions (excluding instructions to change an account's registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Trust; (viii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundTrust; (viiix) process and transmit payments for any dividends and distributions declared by the Fund; andTrust; (viiix) record the issuance of Shares of the Fund Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund Trust which are authorized, based upon data provided to it by the FundTrust, and issued and outstanding; and provide the Fund Trust on a regular basis with the total number of Shares of the Fund Trust which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundTrust; and (xi) provide periodic certifications and reasonable documentation to the Chief Compliance Officer of the Trust in connection with Rule 38a-1 of the Investment Company Act of 1940, as amended (the "1940 Act") with respect to the services provided by the Transfer Agent.

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the respective Fund, as applicable, Company and the Transfer Agent, the Transfer Agent shall: (i) Receive receive orders for the purchase of Shares from the FundCompany, and promptly deliver payment and appropriate documentation thereof to the custodian of the Fund Company as identified by the Fund Company (the “Custodian”); (ii) Pursuant pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuance to the appropriate Shareholder account; (iii) Receive redemption receive repurchase requests and redemption repurchase directions from the Fund Company and deliver the appropriate documentation thereof to the Custodian; (iv) with respect to the transactions in items (i) and (iii) above, the Transfer Agent shall process transactions received directly from broker-dealers or other intermediaries authorized by the Fund Company who shall thereby be deemed to be acting on behalf of the FundCompany; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemptionrepurchase, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from broker-dealers or other intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Company; (vii) process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the FundCompany; (viiviii) process and transmit payments for any dividends and distributions declared by the FundCompany; and (viiiix) record the issuance of Shares of the Fund and maintain maintain, pursuant to SEC Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares of the Fund Company which are authorized, based upon data provided to it by the FundCompany, and issued and outstanding; and provide the Fund Company on a regular basis with the total number of Shares of the Fund Company which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the FundCompany.