Exhibit (k)(i)
Transfer
Agency and Service Agreement
This Transfer Agency and Service
Agreement (“Agreement”) dated as of June 15, 2022 and effective as of June 15, 2022, is by and between State
Street Bank and Trust Company, a Massachusetts trust company having its principal office and place of business at Xxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (“State Street” or the “Transfer Agent”), and each registered
investment company identified on Schedule A hereto, each a Massachusetts business trust having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 (each, a “Trust”).
WHEREAS, each Trust is a closed-end,
non-diversified management investment company authorized to issue one or more classes of shares of beneficial interest (“Shares”)
to investors eligible to invest in the Trust.
WHEREAS, each Trust desires to
appoint the Transfer Agent as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and
the Transfer Agent desires to accept such appointment;
Now,
Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
| 1.1 | Appointment. Subject to the terms and conditions set forth in this Agreement, each Trust hereby
employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, transfer agent for the Trust’s authorized
and issued Shares, dividend disbursing agent, and agent in connection with any accumulation or similar plans provided to shareholders
(“Shareholders”) of the Trust and set out in the currently effective registration statement of the Trust (the
“Prospectus”), including without limitation any periodic investment plan or periodic withdrawal program. |
| 1.2 | Transfer Agency Services. In accordance with procedures established from time to time by agreement
between each Trust and the Transfer Agent, the Transfer Agent shall provide the services set forth on Schedule B hereto. |
| 1.3 | Additional Services. In addition to, and neither in lieu of nor in contravention of the
services set forth in Section 1.2 above, the Transfer Agent shall perform the following services: |
| (i) | Other
Customary Services. Perform certain customary services of a transfer agent and dividend disbursing agent, including, but not limited
to: maintaining Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder reports, as applicable, to current Shareholders,
maintaining on behalf of each Trust 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 with respect to dividends and distributions by federal authorities for all Shareholders, preparing
and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information. |
| (ii) | Lost Shareholder Searches. The Transfer Agent shall conduct lost Shareholder searches as required
by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended (the “1934 Act”). If a Shareholder remains
lost after the completion of the mandatory Rule 17Ad-17 search, the Transfer Agent shall so notify the applicable Trust and such Trust
shall, in such Trust’s reasonable discretion, authorize and direct the Transfer Agent to escheat the assets in such lost Shareholder’s
account to the U.S. state or territory in the shareholder’s account registration. |
| (iii) | Depository Trust & Clearing Corporation (“DTCC”)/National Securities
Clearing Corporation (“NSCC”). If applicable, the Transfer Agent shall: (a) accept and effectuate the registration
and maintenance of accounts with DTCC/NSCC, and the purchase and redemption of Shares in such accounts, in accordance with instructions
transmitted to and received by the Transfer Agent by transmission from DTCC or NSCC (acting on behalf of its members); and (b) issue instructions
to a Trust’s banks for the settlement of transactions between the Trust and DTCC or NSCC (acting on behalf of its members and bank
participants). |
| (iv) | Performance of Certain Services by the Trust or Affiliates or Agents. New procedures as to who
shall provide certain of these services described in this Section 1 may be established in writing from time to time by agreement between
each Trust and the Transfer Agent. If agreed to in writing by the Trust and the Transfer Agent, the Transfer Agent may at times perform
only a portion of these services, and the Trust or its agent may perform these services on the Trust’s behalf. |
| 1.4 | Trust Responsibilities. |
| (i) | State Transaction (“Blue Sky”) Reporting. The Transfer Agent will assist
each Trust by providing periodic shareholder state registration/sales reporting to the Trust (and/or its third-party designee), as mutually
agreed between the parties, for purposes of the Trust monitoring and complying with ongoing registration requirements. Notwithstanding,
each Trust shall be solely responsible for its “blue sky” compliance and state registration requirements. |
| (ii) | Anti-Money Laundering and Client Screening. With respect to each Trust’s offering and sale
of Shares at any time, and for all subsequent transfers of such interests, the Trust or its delegate shall, directly or indirectly and
to the extent required by law: (i) conduct know your customer/client identity due diligence with respect to potential investors and transferees
in the Shares and shall obtain and retain due diligence records for each investor and transferee; (ii) use its best efforts to ensure
that each investor’s and any transferee’s funds used to purchase Shares shall not be derived from, nor the product of, any
criminal activity; (iii) if requested, provide periodic written verifications that such investors/transferees have been checked against
the United States Department of the Treasury Office of Foreign Assets Control database for any non-compliance or exceptions; and (iv)
perform its obligations under this Section in accordance with all applicable |
anti-money laundering laws and regulations.
In the event that the Transfer Agent has received advice from counsel that access to underlying due diligence records pertaining to the
investors/transferees is necessary for the Transfer Agent to comply with relevant anti-money laundering (or other applicable) laws or
regulations, the Trust shall, upon receipt of written request from the Transfer Agent, provide the Transfer Agent copies of such due diligence
records.
| (iii) | Escheatment Laws. Notwithstanding Section 1.3(ii) above, each Trust shall be solely responsible
for its compliance with the requirements of any applicable escheatment laws, including without limitation, the laws of any U. S. state
or territory; provided, however, the Transfer Agent shall provide each Trust with a periodic report containing the information the Trust
advises is necessary to comply with escheatment laws applicable to the Trust, including, without limitation, for each account to be escheated
(if available): name, address, tax identification number, returned mail date, date of birth, date of death, account type, and date of
last shareholder contact. |
| (iv) | Authorized Persons. Each Trust hereby agrees and acknowledges that the Transfer Agent may rely
on the current list of authorized persons, as provided or agreed to by the Trust and as may be amended from time to time, in receiving
instructions to issue or redeem the Shares. Each Trust agrees and covenants for itself and each such authorized person that any order,
sale or transfer of, or transaction in the Shares received by it after the close of regular trading on the New York Stock Exchange shall
be effectuated at the net asset value determined pursuant to the Trust’s then-effective Prospectus, and the Trust or such authorized
person shall so instruct the Transfer Agent of the proper effective date of the transaction. |
| (v) | Tax Law. The Transfer Agent shall have no responsibility or liability for any obligations now or
hereafter imposed on a Trust, the Shares, a Shareholder or the Transfer Agent in connection with the services provided by the Transfer
Agent hereunder by the tax laws of any country or of any state or political subdivision thereof. It shall be the responsibility of each
Trust to notify the Transfer Agent of the obligations imposed on the Trust, the Shares, a Shareholder or the Transfer Agent in connection
with the services provided by the Transfer Agent hereunder by the tax law of countries, states and political subdivisions thereof, including
responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. |
| (vi) | Regulation GG. Each Trust represents and warrants that it does not engage in an “Internet
gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that
it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Trust is hereby notified that “restricted
transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Transfer Agent
pursuant to this Agreement or otherwise between or among any party hereto. |
2. FEES
AND EXPENSES
| 2.1 | Fee Schedule. For the performance by the Transfer Agent of services provided pursuant to this Agreement,
each Trust agrees to pay the Transfer Agent the fees and expenses set forth in a written fee schedule. |
| 3. | REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT |
The Transfer Agent represents and
warrants to each Trust that:
| 3.1 | It is a trust company duly organized and existing under the laws of The Commonwealth of Massachusetts. |
| 3.2 | It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, it will remain so registered
for the duration of this Agreement, and it will promptly notify the Trust in the event of any material change in its status as a registered
transfer agent. |
| 3.3 | It is duly qualified to carry on its business in The Commonwealth of Massachusetts. |
| 3.4 | It is empowered under applicable laws and by its organizational documents to enter into and perform the
services contemplated in this Agreement. |
| 3.5 | All requisite organizational proceedings have been taken to authorize it to enter into and perform this
Agreement. |
| 3.6 | It is in compliance with all material federal and state laws, rules and regulations applicable to its
transfer agency business and the performance of its duties, obligations and services under this Agreement. |
| 4. | REPRESENTATIONS AND WARRANTIES OF EACH TRUST |
Each Trust represents and warrants
to the Transfer Agent that:
| 4.1 | The Trust is a business trust duly organized, existing and in good standing under the laws of its jurisdiction
of organization. |
| 4.2 | The Trust is empowered under applicable laws and by its organizational documents to enter into and perform
this Agreement. |
| 4.3 | All proceedings required by the Trust’s governing documents have been taken to authorize the Trust
to enter into, perform and receive services pursuant to this Agreement. |
| 4.4 | The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
as a closed-end, non-diversified management investment company. |
| 4.5 | Where information provided by the Trust includes information about an identifiable individual (“Personal
Information”), the Trust represents and warrants that it has obtained all consents and approvals, as required by all applicable
laws, regulations, by-laws and ordinances that regulate the collection,
processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Transfer Agent, and as required
for the Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. The
Trust acknowledges that the Transfer Agent may perform any of the services, and may use and disclose Personal Information outside of the
jurisdiction in which it was initially collected by the Trust, including the United States and that information relating to the Trust,
including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer
Agent shall be kept indemnified by and be without liability to the Trust for any action taken or omitted by it in reliance upon this representation
and warranty, provided that the Transfer Agent has met the duty of care set forth in Section 6.1. |
| 5.1 | Each Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive
design techniques, and documentation manuals furnished to the Trust by the Transfer Agent as part of the Trust’s ability to access
certain Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the
Transfer Agent (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information
(collectively, “Proprietary Information”) of substantial value to the Transfer Agent or another third party.
In no event shall Proprietary Information be deemed to be Shareholder information or the confidential information of the Trust. Each Trust
agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, each Trust agrees for itself
and its officers and trustees, and agents, to: |
| (i) | use such programs and databases solely on the Trust’s, or such agents’ computers, or solely
from equipment at the location(s) agreed to between the Trust and the Transfer Agent, and solely in accordance with the Transfer Agent’s
applicable user documentation; |
| (ii) | refrain from copying or duplicating in any way the Proprietary Information; |
| (iii) | refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance
with the Transfer Agent’s instructions; |
| (iv) | refrain from causing or allowing Proprietary Information transmitted from the Transfer Agent’s computers
to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with
the prior written consent of the Transfer Agent; |
| (v) | allow the Trust or such agents to have access only to those authorized transactions agreed upon by the
Trust and the Transfer Agent; |
| (vi) | honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s
expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal
or state law. |
| 5.2 | Proprietary Information shall not include all or any portion of any of the foregoing items that are or
become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer
Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach
of this Agreement. |
| 5.3 | If the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material
compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to
correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data, and the Trust agrees to make no claim against the Transfer Agent arising out of the contents
of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS
ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. |
| 5.4 | If the transactions available to the Trust include the ability to originate electronic instructions to
the Transfer Agent in order to effect the transfer or movement of cash or Shares, Shareholder information or other information, then in
such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to
time. |
| 5.5 | Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this
Section. The obligations of this Section shall survive any earlier termination of this Agreement. |
| 5.6 | Notwithstanding Section 5.1, each Trust is granted a non-exclusive, non-transferable and perpetual right
to use reports generated in connection with such Trust’s receipt of transfer agency services hereunder; provided, however, that
(i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except
in the ordinary course of its business to Shareholders, prospective Shareholders and other prospects, agents (including, without limitation,
attorneys, accountants, and auditors) and other service providers and internal organizations for informational purposes. |
| 6. | STANDARD OF CARE / LIMITATION OF LIABILITY |
| 6.1 | The Transfer Agent shall at all times exercise reasonable care and diligence and act in good faith in
its performance of all the transfer agency and other services performed under this Agreement (the “Standard of Care”),
but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment |
processing errors, unless said errors are
caused by its fraud, negligence, willful misconduct, or bad faith or that of its employees or agents. The parties agree that any encoding
or payment processing errors shall be governed by this Standard of Care, and that Section 4-209 of the Uniform Commercial Code is superseded
by this Section.
| 6.2 | In any event, the Transfer Agent’s cumulative liability for each calendar year (a “Liability
Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited
to one (1) times its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined
herein, for any liability or loss suffered by the Trust. “Compensation Period” shall mean the calendar year
ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent’s liability for that period
have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the
Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2022 shall be the date
of this Agreement through December 31, 2022, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing
January 1, 2023 and terminating on December 31, 2023 shall be the date of this Agreement through December 31, 2023, calculated on an annualized
basis. In no event shall the Transfer Agent be liable for special, incidental, indirect, punitive or consequential damages, regardless
of the form of action and even if the same were foreseeable. |
| 6.3 | Notwithstanding any other provision set forth herein, in no event shall either party be liable for any
special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation
and except as otherwise set forth herein, attorneys’ fees) under any provision of this Agreement or for any such damages arising
out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages
were foreseeable or whether either party or any entity had been advised of the possibility of such damages. |
| 7.1 | The Transfer Agent shall not be responsible for, and each Trust shall indemnify and hold the Transfer
Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees (including the defense of any lawsuit in which
the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to: |
| (i) | all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this
Agreement, except for losses resulting from negligence, fraud, willful misconduct or bad faith of the Transfer Agent or its agents or
subcontractors; |
| (ii) | the Trust’s material breach of any representation, warranty or covenant of the Trust hereunder; |
| (iii) | the Trust’s fraud, gross negligence or willful misconduct; |
| (iv) | reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents
or subcontractors on: (a) any information, records, documents, data, stock certificates or services, which are received by the Transfer
Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means
authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the
Trust, including but not limited to any broker-dealer, third party administrator or previous transfer agent; (b) any instructions or requests
of the Trust or its officers, or the Trust’s agents or subcontractors or their officers or employees; or (c) any instructions or
opinions of legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by the Transfer
Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; |
| (v) | the offer or sale of Shares in violation of any requirement under the federal or state securities laws
or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal
or state agency with respect to the offer or sale of such Shares; |
| (vi) | the negotiation and processing of any checks, wires and ACH transmissions, including without limitation,
for deposit into, or credit to, the Trust’s demand deposit accounts maintained by the Transfer Agent; |
| (vii) | all actions relating to the transmission of Trust or Shareholder data through the NSCC clearing systems,
if applicable; and |
| (viii) | any tax obligations under the tax laws of any country or of any state or political subdivision thereof,
including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties
and other expenses (including reasonable legal expenses) that may be assessed, imposed or charged against the Transfer Agent as transfer
agent hereunder. |
| 7.2 | At any time the Transfer Agent may apply to any officer of a Trust for instructions with respect to any
matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and
its agents or subcontractors shall not be liable and shall be indemnified by each Trust for any action taken or omitted by it in reliance
upon such instructions. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper
or document furnished by or on behalf of a Trust, reasonably believed to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by machine
readable input, electronic data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change
of authority of any person, until receipt of written notice thereof from the Trust. The Transfer Agent, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Trust, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer
agent or co-registrar. |
| 7.3 | For the avoidance of doubt, the indemnification obligations of each Trust in this Agreement shall not
apply to any liability or expense to the extent caused by the fraud, negligence or willful misconduct of the Transfer Agent or its employees,
agents or subcontractors. For the avoidance of doubt, the indemnification obligations of each Trust described herein are several and not
joint with any other Trust, and are solely as to services provided by the Transfer Agent with respect to such Trust. |
| 7.4 | In order that the indemnification provisions contained in this Section shall apply, upon the assertion
of a claim for which a Trust may be required to indemnify the Transfer Agent, the Transfer Agent shall reasonably promptly notify the
Trust of such assertion, and shall keep the Trust reasonably promptly advised with respect to all material developments concerning such
claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim
in its own name. The Transfer Agent shall not enter into any settlement with respect to a claim pursuant to which the Trust may be required
to indemnify the Transfer Agent, without first obtaining with the Trust’s prior written consent to such settlement, which shall
not be unreasonably withheld, conditioned or delayed. |
| 8. | ADDITIONAL COVENANTS OF THE TRUST AND THE TRANSFER AGENT |
| 8.1 | Delivery of Documents. Each Trust shall promptly furnish to the Transfer Agent the following: |
| (i) | A certificate of the Secretary of the Trust certifying the resolution of the Board of Trustees of the
Trust authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement. |
| (ii) | A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto. |
| 8.2 | Certificates, Checks, Facsimile Signature Devices. The Transfer Agent hereby agrees to establish
and maintain facilities and procedures for safekeeping of any stock certificates, check forms and facsimile signature imprinting devices;
and for the preparation or use, and for keeping account of, such certificates, forms and devices. |
| 8.3 | Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Transfer Agent
agrees that all records which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible
during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request
except as otherwise provided in Section 11. The Transfer Agent further agrees that all records that it maintains for the Trust pursuant
to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records
are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the
Transfer Agent. In the event that the Transfer Agent is requested or authorized by the Trust, or required by subpoena, administrative
order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination
or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Transfer Agent’s
personnel as witnesses or deponents with respect to an action brought against or investigation of the Trust (or the Trust’s investment
manager in connection with the operation of the Trust), the Trust agrees to pay the Transfer Agent for the Transfer Agent’s reasonable
time and expenses, as well as the reasonable fees and expenses of the Transfer Agent’s counsel, incurred in such production. |
| 9. | CONFIDENTIALITY AND USE OF DATA |
| 9.1 | All information provided under this Agreement by a party (the “Disclosing Party”)
to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall
be treated as confidential. Subject to Section 9.2 below, all confidential information provided under this Agreement by Disclosing Party
shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose
of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing
the business of the Receiving Party and its Affiliates (as defined in Section 9.2 below), including financial and operational management
and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to
any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of
this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing
Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit,
examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation
or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer
Agent or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets
subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the
information, which consent shall not be unreasonably withheld. In the event of any disclosure of confidential information by a
Receiving Party pursuant to clause (c) or (d) of the preceding sentence, (i) provided that the Receiving Party is not prohibited from
providing notice to the Disclosing Party, the Receiving Party shall provide notice to the Disclosing Party, if reasonably practicable,
prior to making such disclosure or, if not, then within a reasonably prompt period of time following such disclosure; and (ii) the Receiving
Party shall continue to treat such information as confidential in accordance with this Section 9.1 with respect to any subsequent disclosure. |
| 9.2 | (a) In connection with the provision of the services and the discharge of its other obligations under
this Agreement, the Transfer Agent (which term for purposes of this Section 9.2 includes each of its parent company, branches and affiliates
(“Affiliates”)) may collect and store information regarding each Trust and share such information with its Affiliates, agents
and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this
Agreement and other agreements between the Trust and the Transfer Agent or any of its Affiliates and (ii) to carry out management of its
businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance
and client service management. |
(b) Except
as expressly contemplated by this Agreement, nothing in this Section 9.2 shall limit the confidentiality and data-protection obligations
of the Transfer Agent and its Affiliates under this Agreement and applicable law. The Transfer Agent shall cause any Affiliate, agent or service provider to
which it has disclosed Data pursuant to this Section 9.2 to comply at all times with confidentiality and data-protection obligations as
if it were a party to this Agreement.
| 9.3 | The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement,
procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information
to the extent required by applicable laws, rules and regulations. |
| 10. | Effective Period and Termination |
This Agreement shall remain
in full force and effect for an initial term ending three years from the date hereof (the “Initial Term”). After
the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”)
unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of
the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement:
(i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either
(a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice
of such breach, (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like
event to the other party at the direction of an appropriate agency or court of competent jurisdiction, or (iii) in the case a Trust, upon
60 days’ notice to the Transfer Agent, or in the event of the Transfer Agent, upon 180 days’ notice to the Trust. Upon termination
of this Agreement pursuant to this paragraph with respect to any Trust, the Trust shall pay Transfer Agent any compensation then due and
shall reimburse Transfer Agent for its costs, expenses and disbursements then due as agreed upon from time to time in writing by the Trust
and Transfer Agent.
Termination of this Agreement with
respect to any one Trust shall in no way affect the rights and duties under this Agreement with respect to any other Trust.
In the event that any management
investment company in addition to those listed on Schedule A desires to engage the Transfer Agent to render services as transfer
agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide
such services, such management investment company shall become a Trust hereunder.
| 12.1 | Except as provided in Section 14 below, neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other party. |
| 12.2 | Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed
to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Trusts, and the duties and responsibilities
undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Trusts. This Agreement
shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. |
| 12.3 | This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer
Agent and the Trust. Other than as provided in Section 14, neither party shall make any commitments with third parties that are binding
on the other party without the other party’s prior written consent. |
| 13. | DELEGATION; subcontractors |
| 13.1 | The Transfer Agent shall have the right, without the consent or approval of the Trust, to employ agents,
subcontractors, consultants and other third parties, whether affiliated or unaffiliated, to provide or assist it in the provision of any
part of the services stated herein (each, a “Delegate” and collectively, the “Delegates”), without the consent
or approval of the Trust. The Transfer Agent shall be responsible for the services delivered by, and the acts and omissions of, any such
Delegate as if the Transfer Agent had provided such services and committed such acts and omissions itself. Where required, such Delegate
shall be a duly registered transfer agent pursuant to Section 17A(c)(2) of the 1934 Act. |
| 13.2 | The Transfer Agent will provide the Trust with information regarding its global operating model for the
delivery of the services on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated
with the Transfer Agent that perform or may perform parts of the services, and the locations from which such Delegates perform services,
as well as such other information about its Delegates as the Trust may reasonably request from time to time. Nothing in this Section 13
shall limit or restrict the Transfer Agent’s right to use affiliates or third parties to perform or discharge, or assist it in the
performance or discharge, of any obligations or duties under this Agreement other than the provision of the services. |
| 14.1 | Amendment. This Agreement may be amended or modified by a written agreement executed by both parties. |
| 14.2 | Massachusetts Law to Apply. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts without giving effect to any conflict of laws rules. |
| 14.3 | Force Majeure. The Transfer Agent shall take commercially reasonable steps to minimize service
interruptions in the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of
performance beyond the Transfer Agent’s control. The Transfer Agent shall enter into and shall maintain in effect at all times during
the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the
computer files and data with respect to the Trust and (ii) emergency use of electronic data processing equipment as necessary to provide
services under this Agreement. Upon reasonable request, the Transfer Agent shall discuss with each Trust any business continuity/disaster
recovery plan of the Transfer Agent and/or provide a high-level presentation summarizing such plan. |
| 14.4 | Data Protection. State Street will 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) driver’s
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. |
| 14.5 | Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and
confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement. |
| 14.6 | Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful,
or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. |
| 14.7 | Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and
conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall
take precedence. |
| 14.8 | Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on
any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence
to that term or any term of this Agreement or the failure of a party hereto to exercise or any delay in exercising any right or remedy
under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any other rights or remedies, and
no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or
the exercise of any other right or remedy. Any waiver must be in writing signed by the waiving party. |
| 14.9 | Entire Agreement. This Agreement and any schedules, exhibits, attachments or amendments hereto
constitute the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written. |
| 14.10 | Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed
to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed
in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby
adopt as original any signatures received via electronically transmitted form. |
| 14.11 | Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The
parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. |
| 14.12 | Notices. Any notice instruction or other instrument required to be given hereunder will be in writing
and may be sent by hand, or overnight delivery by any recognized delivery service, to the parties at the following address or such other
address as may be notified by any party from time to time: |
(a) If
to Transfer Agent, to:
State Street Bank and Trust Company
Transfer Agency
Attention: Compliance
Xxx Xxxxxxxx Xxxxx Xxxxxxxx
0 Xxxxxxxx Xxxxx
Mail Stop OHD0100
North Xxxxxx XX 00000
With a copy to:
State Street Bank and Trust Company
Legal Division – Global Services Americas
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Senior Vice President and Senior Managing Counsel
c/o Xxxx Xxxxxxx Investment Management LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Email: xxxxxx@xxxxxxxx.xxx
With a copy to:
c/o Xxxx Xxxxxxx Investment Management LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxx Xxxxxxxxx
Email: xxxxxxxxxx@xxxxxxxx.xxx
| 14.13 | Interpretive and Other Provisions. In connection with the operation of this Agreement, the Transfer
Agent and the Trusts, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement
as may in their joint |
opinion be consistent with the general tenor
of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive
or additional provisions shall contravene any applicable laws or regulations or any provision of a Trust’s governing documents.
No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
| 14.14 | Insurance. The Transfer Agent will maintain, at all times during the term of this Agreement, insurance
of the types and in the amounts as the Transfer Agent shall, in its discretion, deem reasonable and appropriate taking into account the
nature of its business, the associated risks and the cost and availability of insurance. The Transfer Agent agrees to provide each Trust
with certificates of its applicable insurance coverage, and shall provide an update at a Trust’s written request. |
| 14.15 | Reports. Upon reasonable request, the Transfer Agent shall provide each Trust with a copy of the
Transfer Agent’s Service Organization Control (SOC) 1 reports, or the successor report thereto, prepared in accordance with the
requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements
(SSAE) No. 16). The Transfer Agent shall use commercially reasonable efforts to provide each Trust with such reports as a Trust may reasonably
request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements
in the ordinary course of its business. |
| 14.16 | Audit Rights. Upon request of a Trust (which shall include reasonable advance notice), the Transfer
Agent shall allow the Trust and the Trust’s auditors (including internal audit staff and external auditors) inspectors, regulators
and other authorized representatives to perform periodic on-site audits as may be reasonably required to examine the Transfer Agent’s
performance of the Services hereunder. Such audits shall be conducted at the Trust’s expense (which shall include costs related
to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s
regular business hours and, except as otherwise agreed to by the parties or for regulatory audits, no more frequently than once a year.
Audits will be conducted with representatives of the Transfer Agent present at all times. The Company’s representatives will comply
with all standard safety, confidentiality and security procedures of the Transfer Agent. In connection with such audits, the Trust’s
representatives shall not attempt to access, nor will they review, the records of any other clients of the Transfer Agent and the Trust
shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of
its business activities, including the provision of services to the Trust and to other clients. The Transfer Agent shall have the right
to immediately require the removal of any the Trust’s representatives from its premises in the event that their actions, in the
reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are
disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide
reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Trust’s representatives to execute
a confidentiality agreement before granting such individuals access to its facilities. Nothing contained herein shall obligate the Transfer
Agent to provide access to or otherwise disclose: (i) any information that is unrelated to the Transfer Agent or the Trusts and the provision
of the services hereunder; (ii) any information that is treated as confidential under the Transfer Agent’s corporate policies, including,
without limitation, internal audit reports, compliance or risk |
management plans or reports, work papers and
other reports and information relating to management functions; (iii) any other documents, reports or other information that the Transfer
Agent is obligated to maintain in confidence by contract, by its regulators or otherwise as a matter of law, legal privilege or regulation;
or (iv) access to the extent that such access would, in the Transfer Agent’s reasonable opinion, compromise the security of its
technology systems or the confidentiality of its customers.
| 14.17 | Dispute Resolution. The parties shall attempt in good faith to resolve promptly any dispute arising
out of or relating to this Agreement by negotiation between executives who have authority to settle the dispute. The executives must be
at a higher level of management than the persons with direct responsibility for administration of the Agreement. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first
above written.
|
State Street
Bank and Trust Company
|
|
| By: |
/s/ Xxxxx X. Xxxxx |
|
| |
Name: |
Xxxxx X. Xxxxx |
|
| |
Title: |
Managing Director |
|
|
each registered
investment company identified on Schedule A hereto
|
|
| By: |
/s/ Xxxxxxx Xxxxx |
|
| |
Name: |
Xxxxxxx Xxxxx |
|
| |
Title: |
Chief Financial Officer |
|
Schedule A
List of Trust
Xxxx Xxxxxxx Asset-Based Lending Fund
Schedule B
List of Services
| 1. | Maintenance of the Shareholder registry for each Trust, including: |
| a. | Process orders for the purchase of Shares from the Trust; |
| b. | Process requests for the repurchase of Shares in connection with tender offers and redemption directions from the Trust; |
| c. | Process transfers of Shares of the Trust by the registered owners thereof upon receipt of proper instruction and approval by the Trust; |
| d. | Book such Share issuance to the appropriate Shareholder account; and |
| e. | With respect to the transactions in items (a) and (b) above, the Transfer Agent shall process transactions received directly from
broker-dealers or other intermediaries authorized by the Trust who shall thereby be deemed to be acting on behalf of the Trust. |
| 2. | Calculate preliminary dividend/income distribution owed to Shareholders. |
| 3. | Calculate final dividend/income distribution owed to Shareholders. |
| a. | Upon request of the Trust, the Transfer Agent shall provide call center services from 9:00 a.m. to 5:00
p.m., Eastern Time, each day on which the New York Stock Exchange is open for trading (a “Business Day”). On such Business
Days, the Transfer Agent shall answer and respond to inquiries from existing Shareholders of the Trust, advisers and broker-dealers on
behalf of such Shareholders, in accordance with the telephone scripts provided by the Trust to the Transfer Agent. Such inquiries may
include requests for information on account set-up and maintenance, general questions regarding the operation of the Trust, general account
information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature
requests. |
