SUB-TRANSFER AGENCY SERVICES AGREEMENT

EXHIBIT (h)(5)

SUB-TRANSFER AGENCY SERVICES AGREEMENT
	This Sub-Transfer Agency Services Agreement (the “Agreement”) is effective as of September 1,
2011 by and between BNY Mellon Investment Servicing (US) Inc. (BNYM), a Massachusetts corporation
(f/k/a PNC Global Investment Servicing (U.S.) Inc.), and Xxxxx Xxxxx Management, a Massachusetts
business trust (“Xxxxx Xxxxx”).
	W I T N E S S E T H:
	WHEREAS, pursuant to that certain Transfer Agency Agreement, with an effective date of
September 1, 2011, by and between BNYM and the registered investment companies listed on Schedule B
thereto, as such Schedule B may be amended from time to time ("Listed Investment Companies"), BNYM
serves as transfer agent for the Listed Investment Companies (the “TA Agreement”); and
	WHEREAS, BNYM and Xxxxx Xxxxx were parties to a Sub-Transfer Agency Services Agreement,
dated as of August 1, 2008 (the "2008 Agreement"), which provided for Xxxxx Xxxxx to perform certain of
BNYM’s duties under the predecessor agreement to the TA Agreement; and
	WHEREAS, the 2008 Agreement is being terminated simultaneously with the execution of this
Agreement; and
	WHEREAS, Xxxxx Xxxxx and BNYM desire that Xxxxx Xxxxx be retained by BNYM to continue
performing certain duties of BNYM under the TA Agreement for the "Funds", which is hereby defined to
mean the registered investment companies for which BNYM acts as transfer agent under the TA Agreement
and any successor agreements to the TA Agreement.
	NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1.	Definitions. As used in this Agreement:
(a)	“1933 Act” means the Securities Act of 1933, as amended.
(b)	“1934 Act” means the Securities Exchange Act of 1934, as amended.
(c)	“Authorized Person” means any officer of the Fund and any other person duly authorized by the

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	Fund’s Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Funds.
	An Authorized Person’s scope of authority may be limited by setting forth such limitation in a
	written document signed by both parties hereto.
(d)	“Financial Intermediaries” means any investment advisor, broker-dealer, financial planner or any
	other person authorized by a Shareholder or a Fund to act on behalf of a Shareholder.
(e)	“SEC” means the Securities and Exchange Commission.
(f)	“Securities Laws” mean the 1933 Act, the 1934 Act and the 1940 Act.
(g)	“Shareholder” means a record owner of Shares of a Fund.
(h)	“Shares” mean the shares of beneficial interest of any series or class of the Funds.
2.	Appointment. BNYM hereby engages Xxxxx Xxxxx to perform those services set forth on the
attached Schedule A in accordance with the terms set forth in this Agreement and Xxxxx Xxxxx agrees to
perform such services directly on behalf of the Funds.
3.	Compliance with Rules and Regulations. Xxxxx Xxxxx shall comply with all applicable
requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by Xxxxx Xxxxx hereunder.
4.	Records. The books and records pertaining to the Funds, which are in the possession or under the
control of Xxxxx Xxxxx, shall be the property of the Funds. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable Securities Laws, rules and regulations. The
Funds shall have access to such books and records at all times during normal business hours. Upon the
reasonable request of the Funds, copies of any such books and records shall be provided by Xxxxx Xxxxx to
the Funds.
5.	Confidentiality.
(a)	Each party shall keep confidential any information relating to the other party’s business
	(“Confidential Information”). Confidential Information shall include:
	(i)	any data or information that is competitively sensitive material, and not generally known to
		the public, including, but not limited to, information about product plans, marketing
		strategies, finances, operations, customer relationships, customer profiles, customer lists,

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		sales estimates, business plans, and internal performance results relating to the past, present
		or future business activities of Xxxxx Xxxxx or BNYM, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of them;
	(ii)	any scientific or technical information, design, process, procedure, formula, or improvement
		that is commercially valuable and secret in the sense that its confidentiality affords Xxxxx
		Xxxxx or BNYM a competitive advantage over its competitors;
	(iii)	all confidential or proprietary concepts, documentation, reports, data, specifications,
		computer software, source code, object code, flow charts, databases, inventions, know-how,
		and trade secrets, whether or not patentable or copyrightable; and
	(iv)	anything designated as confidential.
(b)	Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if
	it:
	(i)	is already known to the receiving party at the time it is obtained;
	(ii)	is or becomes publicly known or available through no wrongful act of the receiving party;
	(iii)	is rightfully received from a third party who, to the best of the receiving party’s knowledge,
		is not under a duty of confidentiality;
	(iv)	is released by the protected party to a third party without restriction;
	(v)	is required to be disclosed by the receiving party pursuant to a requirement of a court order,
		subpoena, governmental or regulatory agency or law (provided the receiving party will
		provide the other party written notice of such requirement, to the extent such notice is
		permitted);
	(vi)	is relevant to the defense of any claim or cause of action asserted against the receiving party;
		or
	(vii)	has been or is independently developed or obtained by the receiving party.
6.	Compensation  BNYM and Xxxxx Xxxxx acknowledge that the Funds have agreed to pay to BNYM
an amount equal to the lesser of (i) actual expense of Xxxxx Xxxxx associated with providing the services set
forth in this Agreement; or (ii) $2,500,000.00 annually. BNYM shall, within thirty (30) of receipt of the
foregoing payment from the Funds, remit to Xxxxx Xxxxx such monies so received as compensation for the
services performed by Xxxxx Xxxxx hereunder. BNYM shall have no obligation to make payments to Xxxxx
Xxxxx unless and until it receives payment from the Funds. In addition, it shall be the responsibility of Xxxxx
Xxxxx to provide information with respect to its expense associated with the services provided pursuant to

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this Agreement.
	Xxxxx Xxxxx represents and warrants to BNYM that (i) the terms of this Agreement, (ii) the fees and
expenses associated with this Agreement, and (iii) any benefits accruing to BNYM or to Xxxxx Xxxxx in
connection with this Agreement, including all payments, fee waivers, or reimbursements made or to be made
by BNYM to Xxxxx Xxxxx or any affiliate of the Fund relating to the Agreement have been fully disclosed to
the Board of Trustees of the Funds and that, if required by applicable law, such Board of Trustees has
approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.
7.	Indemnification. BNYM shall have no liability for and Xxxxx Xxxxx agrees to indemnify, defend
and hold harmless BNYM and its affiliates, including their respective officers, directors, agents and
employees, from any and all taxes, charges, expenses, assessments, claims and liabilities (including, without
limitation, attorneys’ fees and disbursements and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act
which Xxxxx Xxxxx takes in connection with the provision of services hereunder. The provisions of this
Section 7 shall survive termination of this Agreement.
8.	Duration and Termination. This Agreement shall be effective on the date first written above and
unless otherwise terminated by the parties shall remain in effect until the termination of the later of (i) TA
Agreement or (ii) any successor agreement to the TA Agreement entered into between BNYM and the
Funds.
9.	Notices. Notices shall be addressed (a) if to BNYM, to BNY Mellon Investment Servicing (US) Inc.
at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; with a copy to BNY Mellon
Investment Servicing (US) Inc., 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention Senior
Counsel – Transfer Agency, and (b) if to Xxxxx Xxxxx, at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000,
Attention: Vice President of Mutual Funds Operations; with a copy to Xxxxx Xxxxx, Two International Place,
Boston, N 02110, Attention Chief Legal Officer; or (c) if to neither of the foregoing, at such other address as
shall have been given by like notice to the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to

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have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three
days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the
day it is delivered.
10.	Amendments. This Agreement, or any term thereof, may be changed or waived only by a written
amendment, signed by the party against whom enforcement of such change or waiver is sought.
11.	Delegation; Assignment. Except as expressly provided in this Section 11, no party may assign or
transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of
the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be
void. Any assignment of this Agreement (as defined in the 0000 Xxx) shall require written consent of the
other party. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a
transfer by operation of law shall be considered a "transfer" under this Section and require written consent of
the other party. Notwithstanding the foregoing: BNYM may assign or transfer this Agreement to an
Affiliate, provided that BNYM gives the Xxxxx Xxxxx thirty (30) days' prior written notice of such
assignment or transfer and such assignment or transfer does not impair Xxxxx Xxxxx'x receipt of services
under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms
of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource
to any third party with respect to the performance of any one or more of the functions, services, duties or
obligations of BNYM under this Agreement but BNYM will be fully responsible for the actions or inactions
of any such third party to the same extent as if such actions or inactions had been taken by BNYM directly.
12.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
13.	Further Actions. Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
14.	Miscellaneous.
(a)	Entire Agreement. This Agreement embodies the entire agreement and understanding between the
	parties and supersedes all prior agreements (including the Superseded Agreement) and

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	understandings relating to the subject matter hereof, provided that the parties may embody in one or
	more separate documents their agreement, if any, with respect to delegated duties.
(b)	Captions. The captions in this Agreement are included for convenience of reference only and in no
	way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(d)	Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed
	by Delaware law, without regard to principles of conflicts of law.
(e)	Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court
	decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(f)	Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the
	parties hereto and their respective successors and permitted assigns.
(g)	Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the
	valid and binding execution hereof by such party.
(h)	To help the U.S. government fight the funding of terrorism and money laundering activities, U.S.
	Federal law requires each financial institution to obtain, verify, and record certain information that
	identifies each person who initially opens an account with that financial institution on or after
	October 1, 2003. Certain of BNYM’s affiliates are financial institutions, and BNYM may, as a
	matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer
	identification number or other government-issued identification number, and, if such party is a
	natural person, that party’s date of birth. BNYM may also ask (and may have already asked) for
	additional identifying information, and BNYM may take steps (and may have already taken steps) to
	verify the authenticity and accuracy of these data elements.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the

day and year first above written.

BNY MELLON INVESTMENT SERVICING (US) INC.

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Managing Director

XXXXX XXXXX MANAGEMENT

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

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SCHEDULE A

Xxxxx Xxxxx shall perform the following services directly on behalf of the Funds:

• Provide call center services to Financial Intermediaries and Shareholders.

• Answer written inquiries relating to Shareholder accounts (matters relating to portfolio management, distribution of Shares and other management policy questions will be referred to the Funds).

• Furnish a prospectus and/or Statement of Additional Information (“SAI”) to any Shareholder who requests (in writing or by telephone) a prospectus or SAI from a Fund.

• Processing transaction requests received via telephone.

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