Amendment To Transfer Agency And Shareholder Services Agreement

EXHIBIT (h)(2)(b)

Amendment

To

Transfer Agency And Shareholder Services Agreement

This Amendment To Transfer Agency And Shareholder Services Agreement, dated as of January 1, 2014 ("Amendment"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and the mutual funds identified in Schedule B of this Amendment sponsored by Xxxxx Xxxxx Corp. and its affiliates (the "Funds").

Background

BNYM and certain of the Funds previously entered into the Transfer Agency And Shareholder Services Agreement, dated as of September 1, 2011 ("Original Agreement").  The parties wish to amend the Original Agreement as set forth in this Amendment.

Terms

IN CONSIDERATION of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

1.

Modifications to Original Agreement.  The Original Agreement is amended as follows:

(a)

The following term appearing on the first line is deleted: ("Agreement")

(b)

The following definition shall be added to Appendix A in its appropriate alphabetical order:

"Agreement" means the Transfer Agency and Shareholder Services Agreement, dated as of September 1, 2011, between BNYM and the Funds as constituted on the Effective Date, and thereafter as it may be amended from time to time.

(c)

Section 19 is deleted in its entirety and replaced with the following:

19.

[Reserved]

(b)

Schedule B is deleted in its entirety and replaced with the Schedule B attached hereto.

2.

Adoption of Amended Agreement by New Funds.  Each Fund that has been added to Schedule B by virtue of this Amendment acknowledges and agrees that (i) by virtue of its execution of this Amendment, it becomes and is a party to the Original Agreement as amended by this Amendment ("Amended Agreement") as of the date first written above, or if BNYM commenced providing services to the Fund prior to the date first written above, as of the date BNYM first provided services to the Fund, and (ii) it is bound by all terms and conditions of the Amended Agreement as of such date.

3.

Remainder of Original Agreement.  Except as specifically modified by this Amendment, all terms and conditions of the Original Agreement shall remain in full force and effect.  

4.

Governing Law.  The governing law of the Original Agreement shall be the governing law of this Amendment.

5.

Entire Agreement.  This Amendment constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Original Agreement.

6.

Facsimile Signatures; Counterparts.     This Amendment may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument.  The exchange of executed copies of this Amendment or of executed signature pages to this Amendment by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

BNY Mellon Investment Servicing (US) Inc.

By:  /s/ Xxxxxxx X. Xxxxxxxxx

Name:  Xxxxx X. Xxxxxxxxx

Title: Managing Director

On behalf of each Fund listed on the Schedule B attached to this Amendment, in its individual

and separate capacity, and not on behalf of any other Fund

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Treasurer

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SCHEDULE  B

(Dated: January 1, 2014)

THIS SCHEDULE B is Schedule B to that certain Transfer Agency Services Agreement effective as of September 1, 2011, between BNY Mellon Investment Servicing (US) Inc. and the following Funds, individually and separately, but not jointly.  

XXXXX XXXXX GROWTH TRUST

Xxxxx Xxxxx Asian Small Companies Fund

Xxxxx Xxxxx Atlanta Capital Focused Growth Fund

Xxxxx Xxxxx Atlanta Capital Select Equity Fund

(Services commenced 3/19/2013)

Xxxxx Xxxxx Atlanta Capital XXXX-Cap Fund

Xxxxx Xxxxx Focused Growth Opportunities Fund

Xxxxx Xxxxx Focused Value Opportunities Fund

Xxxxx Xxxxx Global Natural Resources Fund

(Services commenced 4/30/2012)

Xxxxx Xxxxx Greater China Growth Fund

Xxxxx Xxxxx Hexavest Emerging Markets Equity Fund

(Services commenced 8/29/2012)

Xxxxx Xxxxx Hexavest Global Equity Fund

(Services commenced 8/29/2012)

Xxxxx Xxxxx Hexavest International Equity Fund

(Services commenced 8/29/2012)

Xxxxx Xxxxx Hexavest U.S. Equity Fund

(Services commenced 8/29/2012)

Xxxxx Xxxxx Multi-Cap Growth Fund

Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx All Asset Strategy Fund

Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Equity Strategy Fund  

Xxxxx Xxxxx Worldwide Health Sciences Fund

Parametric Balanced Risk Fund

(Services commenced 9/25/2013)

XXXXX XXXXX INVESTMENT TRUST

Xxxxx Xxxxx Floating-Rate Municipal Income Fund

(formerly Xxxxx Xxxxx Investment Trust - Xxxxx Xxxxx AMT-Free Limited Maturity Municipal Income Fund)

Xxxxx Xxxxx Massachusetts Limited Maturity Municipal Income Fund

Xxxxx Xxxxx National Limited Maturity Municipal Income Fund

Xxxxx Xxxxx New Jersey Limited Maturity Municipal Income Fund

(merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 9/21/2011)

Xxxxx Xxxxx New York Limited Maturity Municipal Income Fund

Xxxxx Xxxxx Pennsylvania Limited Maturity Municipal Income Fund

XXXXX XXXXX MUNICIPALS TRUST

Xxxxx Xxxxx Alabama Municipal Income Fund

Xxxxx Xxxxx Arizona Municipal Income Fund

Xxxxx Xxxxx Arkansas Municipal Income Fund

Xxxxx Xxxxx California Municipal Income Fund

Xxxxx Xxxxx Connecticut Municipal Income Fund

Xxxxx Xxxxx Georgia Municipal Income Fund

Xxxxx Xxxxx Kentucky Municipal Income Fund

Xxxxx Xxxxx Maryland Municipal Income Fund

Xxxxx Xxxxx Massachusetts Municipal Income Fund

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Xxxxx Xxxxx Michigan Municipal Income Fund

(merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 9/21/2011)

Xxxxx Xxxxx Minnesota Municipal Income Fund

Xxxxx Xxxxx Missouri Municipal Income Fund

Xxxxx Xxxxx Municipal Opportunities Fund

Xxxxx Xxxxx National Municipal Income Fund

Xxxxx Xxxxx New Jersey Municipal Income Fund

Xxxxx Xxxxx New York Municipal Income Fund

Xxxxx Xxxxx North Carolina Municipal Income Fund

Xxxxx Xxxxx Ohio Municipal Income Fund

Xxxxx Xxxxx Oregon Municipal Income Fund

Xxxxx Xxxxx Pennsylvania Municipal Income Fund

Xxxxx Xxxxx Rhode Island Municipal Income Fund

(merged into Xxxxx Xxxxx Municipals Trust - Xxxxx Xxxxx National Municipal Income Fund on 9/21/2011)

Xxxxx Xxxxx South Carolina Municipal Income Fund

Xxxxx Xxxxx Tennessee Municipal Income Fund

Xxxxx Xxxxx Virginia Municipal Income Fund

XXXXX XXXXX MUNICIPALS TRUST II

Xxxxx Xxxxx High Yield Municipal Income Fund

Xxxxx Xxxxx Tax-Advantaged Bond Strategies Intermediate Term Fund

Xxxxx Xxxxx Tax-Advantaged Bond Strategies Long Term Fund

Xxxxx Xxxxx Tax-Advantaged Bond Strategies Short Term Fund

XXXXX XXXXX MUTUAL FUNDS TRUST

Xxxxx Xxxxx AMT-Free Municipal Income Fund

Xxxxx Xxxxx Atlanta Capital Horizon Growth Fund  

Xxxxx Xxxxx Build America Bond Fund

Xxxxx Xxxxx Currency Income Advantage Fund

(Services commenced 8/29/2013)

Xxxxx Xxxxx Diversified Currency Income Fund  

(Services commenced 10/21/2011)

Xxxxx Xxxxx Emerging Markets Local Income Fund

Xxxxx Xxxxx Floating-Rate Fund

Xxxxx Xxxxx Floating-Rate & High Income Fund

Xxxxx Xxxxx Floating-Rate Advantage Fund

Xxxxx Xxxxx Global Dividend Income Fund

Xxxxx Xxxxx Global Macro Absolute Return Fund

Xxxxx Xxxxx Global Macro Absolute Return Advantage Fund

Xxxxx Xxxxx Government Obligations Fund

Xxxxx Xxxxx High Income Opportunities Fund

Xxxxx Xxxxx International Multi-Market Local Income Fund

(merged into Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Diversified Currency Income Fund on 10/21/2011)

Xxxxx Xxxxx Large-Cap Core Research Fund

Xxxxx Xxxxx Multi-Strategy Absolute Return Fund

Xxxxx Xxxxx Multi-Strategy All Market Fund

Xxxxx Xxxxx Short Duration Government Income Fund

(formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Low Duration Government Income Fund [11/13/2012 - 11/1/2013] and formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Low Duration Fund [thru 11/13/2012])

Xxxxx Xxxxx Short Duration High Income Fund

(Services commenced 11/1/2013)

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Xxxxx Xxxxx Short Duration Strategic Income Fund

(formerly Xxxxx Xxxxx Mutual  Funds Trust - Xxxxx Xxxxx Strategic Income Fund)

Xxxxx Xxxxx Tax-Managed Equity Asset Allocation Fund

Xxxxx Xxxxx Tax-Managed Global Dividend Income Fund

Xxxxx Xxxxx Tax-Managed Growth Fund 1.1

Xxxxx Xxxxx Tax-Managed Growth Fund 1.2

Xxxxx Xxxxx Tax-Managed Multi-Cap Growth Fund

Xxxxx Xxxxx Tax-Managed Small-Cap Fund

Xxxxx Xxxxx Tax-Managed Small-Cap Value Fund

Xxxxx Xxxxx Tax-Managed Value Fund

Xxxxx Xxxxx U.S. Government Money Market Fund

Parametric Commodity Strategy Fund

(formerly Xxxxx Xxxxx Mutual Funds Trust - Parametric Structured Commodity Strategy Fund)  

Parametric Currency Fund

(Services commenced 12/30/2011)

(formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Parametric Structured Currency Fund)

Parametric Emerging Markets Core Fund

(Services commenced 9/25/2013)

Parametric Emerging Markets Fund

(formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Parametric Structured Emerging Markets Fund)

Parametric Global Small-Cap Fund

(Services commenced 12/19/2012)

Parametric International Equity Fund

(formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Parametric Structured International Equity Fund)

Parametric Market Neutral Fund

(formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Parametric Structured Absolute Return Fund)

Parametric Tax-Managed International Equity Fund

(formerly Xxxxx Xxxxx Mutual Funds Trust - Xxxxx Xxxxx Tax-Managed International Equity Fund)

XXXXX XXXXX SERIES FUND, INC.

Xxxxx Xxxxx Institutional Emerging Markets Local Debt Fund

(Services commenced 2/4/2013)

XXXXX XXXXX SERIES TRUST

Xxxxx Xxxxx Tax-Managed Growth Fund 1.0

XXXXX XXXXX SERIES TRUST II

Xxxxx Xxxxx Income Fund of Boston

Parametric Tax-Managed Emerging Markets Fund

(formerly Xxxxx Xxxxx Series Trust II - Xxxxx Xxxxx Parametric Tax-Managed Emerging Markets Fund)

XXXXX XXXXX SPECIAL INVESTMENT TRUST

Xxxxx Xxxxx Balanced Fund

Xxxxx Xxxxx Bond Fund

(Services commenced 1/31/2013)

Xxxxx Xxxxx Commodity Strategy Fund

Xxxxx Xxxxx Dividend Builder Fund

Xxxxx Xxxxx Enhanced Equity Option Income Fund

(Liquidated 9/23/2011)

Xxxxx Xxxxx Equity Asset Allocation Fund

(Liquidated 12/21/2011)

Xxxxx Xxxxx Greater India Fund

Xxxxx Xxxxx Investment Grade Income Fund

Xxxxx Xxxxx Large-Cap Growth Fund

Xxxxx Xxxxx Large-Cap Value Fund

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Xxxxx Xxxxx Real Estate Fund

Xxxxx Xxxxx Risk-Managed Equity Option Fund  

Xxxxx Xxxxx Short Duration Real Return Fund

(formerly Xxxxx Xxxxx Special Investment Trust - Xxxxx Xxxxx Short Term Real Return Fund)

Xxxxx Xxxxx Small-Cap Fund

Xxxxx Xxxxx Small-Cap Value Fund

Xxxxx Xxxxx Special Equities Fund

Parametric Absolute Return Fund

(formerly Xxxxx Xxxxx Special Investment Trust - Xxxxx Xxxxx Parametric Option Absolute Return Strategy Fund)

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