Common use of Appointment of Transfer Agent Clause in Contracts

Appointment of Transfer Agent. 2.1 Each Fund hereby appoints Trust Company to act as sole Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. Transfer Agent accepts each such appointment and agrees to perform the duties hereinafter set forth. 2.2 In connection with the appointments herein, each Fund will provide the following appointment and corporate authority documents to Transfer Agent: (a) Copies of resolutions appointing Trust Company as the Transfer Agent; (b) If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval; (c) Specimens of the signatures of the officers or other authorized persons of the Fund authorized to sign Written Instructions and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered under the Securities Act of 1933, as amended (“1933 Act”) and any other applicable federal or state statute or that was exempt from such registration; (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments herein, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto; (b) If applicableA certified copy of the By-Laws of the Fund; (c) A certified copy of a resolution of the Board of Directors of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (d) A Certificate signed by the Secretary of the Fund specifying with respect to each Series: the number of authorized Shares, specimens the number of all forms authorized Shares issued, and the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund; (e) Specimen Share certificates, certificates for each class of Shares in forms the form approved by the Board of Directors of the Fund, together with a certificate of signed by the Secretary of the Fund as to such approval; (cf) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended (“1933 Act”) amended, and under the Investment Company Act of 1940, as amended, together with any other applicable federal or state statute or that was exempt from such registration; (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent applications filed in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678therewith; and (g) A completed W-8 or W-9, as applicable. 2.3 Opinion of counsel for the Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) with respect to the existence or termination validity of any restrictions on the transfer of authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the application to or removal from any Share of any legend restricting the transfer status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (subjecti.e., in if subject to registration, that they have been registered and that the case Registration Statement has become effective or, if exempt, the specific grounds therefor). 4. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the Fund shall furnish the Transfer Agent with a sufficient supply of removal blank Share certificates and from time to time will renew such supply upon request of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to the Transfer Agent). Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the substitution for such Fund authorized by law or by the by-laws to sign Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and certificates, and, if required, shall bear the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split corporate seal or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rightsfacsimile thereof. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent ▇▇▇▇▇▇ accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth, including those set forth on Appendices C(1) and C(2) for the fees set forth therein. 2.2 3. In connection with such appointment, the appointments herein, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing the Fund's Agreement and Declaration of Trust Company as the Transfer Agentor Articles of Incorporation and all amendments thereto; (b) If applicable, specimens A certified copy of all forms the By-Laws of outstanding Share certificates, in forms approved the Fund; (c) A certified copy of a resolution of the Fund's Board appointing the Transfer Agent and authorizing the execution of this Agreement; (d) A Certificate signed by the Board Secretary of Directors the Fund specifying with respect to each class of Shares: the number of authorized ▇▇▇▇▇▇, and the number of such authorized ▇▇▇▇▇▇ issued and currently outstanding, the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund; (e) Specimen Share certificates, if any, for each class of Shares in the form approved by the Fund's Board, together with a certificate of signed by the Secretary of the Fund as to such approval; (cf) Specimens Copies of the signatures of Fund's Registration Statement and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended; (“1933 Act”g) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or regulation (i.e., if subject to registration, that was exempt from such registration; (iii) All Shares issued they have been registered and outstanding on that the date hereof are duly authorizedRegistration Statement has become effective or, validly issuedif exempt, fully paid and non-assessablethe specific grounds therefor); and (ivh) The use of facsimile signatures Such other documents as may reasonably be requested by the Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as order for it to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or properly perform its obligations duties under this Agreement. 4. The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates and will replenish such supply within 30 days after receiving a request therefor from the Transfer Agent. Alternatively, at the Transfer Agent’s option, the Transfer Agent may use generic certificate stock. Blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or facsimile thereof.

Appointment of Transfer Agent. 2.1 Each 1. Effective as of the date of this Agreement, the Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions the Articles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (ii) A copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing Trust Company as the Transfer Agent; Agent and authorizing the execution of this Transfer Agency Agreement; (biv) If applicableA Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; ; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-Laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Fund; and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor.), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent h▇▇▇▇▇ accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth, including those set forth on Appendices C(1) and C(2) for the fees set forth therein. 2.2 3. In connection with such appointment, the appointments herein, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing the Fund's Agreement and Declaration of Trust Company as the Transfer Agentor Articles of Incorporation and all amendments thereto; (b) If applicable, specimens A certified copy of all forms the By-Laws of outstanding Share certificates, in forms approved the Fund; (c) A certified copy of a resolution of the Fund's Board appointing the Transfer Agent and authorizing the execution of this Agreement; (d) A Certificate signed by the Board Secretary of Directors the Fund specifying with respect to each class of Shares: the number of authorized S▇▇▇▇▇, and the number of such authorized S▇▇▇▇▇ issued and currently outstanding, the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund; (e) Specimen Share certificates, if any, for each class of Shares in the form approved by the Fund's Board, together with a certificate of signed by the Secretary of the Fund as to such approval; (cf) Specimens Copies of the signatures of Fund's Registration Statement and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended; (“1933 Act”g) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or regulation (i.e., if subject to registration, that was exempt from such registration; (iii) All Shares issued they have been registered and outstanding on that the date hereof are duly authorizedRegistration Statement has become effective or, validly issuedif exempt, fully paid and non-assessablethe specific grounds therefor); and (ivh) The use of facsimile signatures Such other documents as may reasonably be requested by the Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as order for it to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or properly perform its obligations duties under this Agreement. 4. The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates and will replenish such supply within 30 days after receiving a request therefor from the Transfer Agent. Alternatively, at the Transfer Agent’s option, the Transfer Agent may use generic certificate stock. Blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or facsimile thereof.

Appointment of Transfer Agent. 2.1 Each The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all as transfer agent of the Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under and as dividend disbursing agent for the Fund during the term of this Agreement. . 2.2 The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties hereinafter set forth. 2.2 2.3 In connection with such appointment, upon or prior to executing this Agreement, the appointments herein, each Fund will provide shall deliver to the Transfer Agent such of the following appointment and corporate authority documents as have not already been furnished to the Transfer Agent: (a) Copies A copy of resolutions appointing the Declaration of Trust Company as of the Transfer AgentFund and all amendments thereto certified by the Secretary of the Fund; (b) If applicableA copy of the By-Laws of the Fund certified by the Secretary of the Fund; (c) A copy of resolutions of the Board of Trustees of the Fund, specimens certified by the Secretary of all forms the Fund, authorizing the execution of outstanding this Transfer Agency Agreement; (d) A Certificate signed by the Secretary of the Fund specifying the names and specimen signatures of the Officers of the Fund; (e) Specimen Share certificates, certificates for Shares of each series of the Fund in forms the form approved by the Board of Directors Trustees of the Fund, together with a certificate of signed by the Secretary of the Fund as to such approval; (cf) Specimens Copies of the signatures of the officers or other authorized persons of the Fund authorized to sign Written Instructions and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued most recently filed Post-Effective Amendment to the underwriter for any new Fund or future original issuance of Shares for any Fund added after Fund's Registration Statement, filed with the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing Securities and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended (“1933 Act”) amended, and under the Investment Company Act of 1940, as amended, together with any other applicable federal or state statute or that was exempt applications for exemptive relief from any of the provisions of such registration;laws filed by the Fund and the record of any formal action of the Securities and Exchange Commission with respect to all such applications; and (iiig) All Opinion of Counsel for the Fund to the effect that (1) beneficial interest in each Fund is divided into an unlimited number of shares of beneficial interest, (2) the issue and sale of the Fund's authorized but unissued Shares have been duly authorized under Massachusetts law, (3) the outstanding Shares are fully paid and non-assessable and (4) upon the issue and sale of any authorized and unissued Shares and upon receipt of the authorized consideration therefor in an amount not less than either the Shares' net asset value or par value, if any, established and in force at the time of their sale, the Fund Shares so issued and outstanding on the date hereof are duly authorized, will be validly issued, fully paid and non-assessable; and. 2.4 The Fund shall either (iva) The use of facsimile signatures by furnish the Transfer Agent with sufficient supplies of blank share certificates in connection with the countersigning form approved from time to time by the Board of Trustees of the Fund, and registering from time to time will renew such supplies upon request of the Transfer Agent, or (b) authorize the Transfer Agent to itself create laser-printed Share certificates has been duly in the form approved by the Board of Trustees of the Fund. Any such blank Share certificates shall be properly signed, by facsimile or otherwise, by authorized Officers and, if required, shall bear the seal of the Fund or a facsimile thereof. Notwithstanding the death, resignation or removal of any Officer authorized to sign such Share certificates, the Transfer Agent may continue to countersign and issue Share certificates bearing such Officer's signature until otherwise directed by the Fund. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent by the Fund and is valid and effective. (e) A certificate of each Fund as pursuant to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Trust hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares as transfer agent of the Trust and as administrator dividend disbursing agent during the period of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinTrust upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing the Agreement and Declaration of Trust Company as of the Transfer AgentTrust and all amendments thereto (the "Declaration") certified by the Secretary of the Trust; (bii) If A copy of the By-Laws of the Trust certified by the Secretary of the Trust; (iii) A copy of a resolution of the Board of Trustees of the Trust certified by the Secretary of the Trust appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Trust specifying: the number of authorized Shares or, if applicable, specimens the fact that the number of all forms authorized Shares is unlimited, the number of outstanding such authorized Shares issued, the number of such authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Trust; and the name and address of the legal counsel for the Trust; (v) Specimen Share certificates, if any, for each series or class of Shares in forms the form approved by the Board of Directors Trustees of the FundTrust (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund Trust as to such approval; (cvi) Specimens Copies of the signatures of Trust's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions Trust with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Trust with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor.), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. Effective as of the date of this Agreement, the Trust hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for as transfer agent of all the Shares of the Trust and as administrator dividend disbursing agent during the period of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinTrust, each Fund will provide upon the request of the Transfer Agent, shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing the Agreement and Declaration of Trust Company as of the Transfer AgentTrust and all amendments thereto certified by the Secretary of the Trust; (bii) If applicableA copy of the By-laws of the Trust certified by the Secretary of the Trust; (iii) A copy of a resolution of the Board of Trustees of the Trust, specimens certified by the Secretary of all forms the Trust, appointing the Transfer Agent and authorizing the execution of outstanding this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Trust specifying: the number of authorized Shares, the number of such authorized Shares issued, the number of such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Trust, and the name and address of the legal counsel for the Trust; (v) Specimen Share certificatescertificate for each series or class of Shares, in forms the form approved by the Board of Directors Trustees of the FundTrust (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund Trust as to such approval; (cvi) Specimens Copies of the signatures of Trust's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions Trust with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing Exchange Commission under the laws of its state of organization; (ii) All Shares issued 1933 Act, and outstanding on the date hereof were issued as part of an offering that was registered under the Securities Investment Company Act of 19331940, as amended (“the "1940 Act") together with any applications filed in connection therewith; and (vii) Opinion of counsel for the Trust with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the 1933 Act”) , and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. Effective as of the date of this Agreement, the Manager, acting for the benefit of the Fund, hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions the Articles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (ii) A copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing Trust Company as the Transfer Agent; Agent and authorizing the execution of this Transfer Agency Agreement; (biv) If applicableA Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; ; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-Laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: The number of authorized Shares, specimens if any, the number of all forms such authorized Shares issued, the number of outstanding Share certificatessuch authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Fund; and the name and address of the legal counsel for the Fund; (v) In the event the Fund issues shares, specimen share certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shallI.E., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor.), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. Effective as of the date of this Agreement, the Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. Effective as of the date of this Agreement, the Manager, acting for the benefit of the Fund, hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Company hereby appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares as transfer agent and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor dividend disbursing agent of all payments received or made by or on behalf the Shares of the Fund under this Agreement. Company. (a) The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties hereinafter thereof as herein set forth, including those duties set (b) The services and specific capabilities to be provided under this Agreement by the Transfer Agent shall include those specifically listed in this Agreement. 2.2 In connection with 3. Upon the appointments hereinrequest of the Transfer Agent, each Fund will provide the Company shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A copy of resolutions appointing the Declaration of Trust of the Company as and all amendments thereto certified by the Transfer AgentSecretary of the Company; (b) If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors A copy of the Fund, with a certificate By-Laws of the Company certified by the Secretary of the Fund as to such approvalCompany; (c) Specimens A copy of a resolution of the signatures Board of Trustees of the officers or other authorized persons Company certified by the Secretary of the Fund authorized to sign Written Instructions Company appointing the Transfer Agent and requests and, if applicable, sign Share certificatesauthorizing the execution of this Transfer Agency Agreement; (d) Any A Certificate signed by the Secretary or any Assistant Secretary of the Company specifying with respect to each Class or Fund, the number of authorized Shares, the number of such authorized Shares issued, and all opinions the number of such authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Company; and the name and address of the legal counsel issued to for the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organizationCompany; (iie) All Shares issued Copies of the Company's Registration Statement, as amended to date, and outstanding on the date hereof were issued as part of an offering that was registered most recently filed Post-Effective Amendment thereto, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”f) Opinion of counsel for the Company with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. Effective as of the date of this Agreement, the Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they ---- have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Company hereby appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under Company during the period of this Agreement. . (a) The Transfer Agent hereby accepts each such appointment as transfer agent and agrees to perform the duties hereinafter thereof as herein set forth, including those duties set forth in Schedule I hereto. 2.2 In connection with (b) The services and specific capabilities to be provided under this Agreement by the appointments herein, each Fund will provide Transfer Agent shall include those specifically listed in this Agreement. 3. The Company shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A copy of resolutions appointing the Certificate of Trust and Declaration of Trust of the Company as and all amendments thereto certified by the Transfer AgentSecretary of the Company; (b) If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors A copy of the FundBy-Laws of the Company, with a certificate of and all amendments thereto certified by the Secretary of the Fund as to such approvalCompany; (c) Specimens A copy of a resolution of the signatures Board of Trustees of the officers or other authorized persons Company certified by the Secretary of the Fund authorized to sign Written Instructions Company appointing the Transfer Agent and requests and, if applicable, sign Share certificatesauthorizing the execution of this Transfer Agency Agreement; (d) Any A Certificate signed by the Secretary or any Assistant Secretary of the Company specifying: with respect to each Class or Fund, the number of authorized Shares, the number of such authorized Shares issued, and all opinions the number of such authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Company; and the name and address of the legal counsel issued to for the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organizationCompany; (iie) All Shares issued Copies of the Company's Registration Statement, as amended to date, and outstanding on the date hereof were issued as part of an offering that was registered most recently filed Post-Effective Amendment thereto, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (“1933 Act”) amended, and under the Investment Company Act of 1940, as amended, together with any other applicable federal or state statute or that was exempt from such registration; (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessableapplications filed in connection therewith; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth, including those set forth on Appendices C(1) and C(2), and Exhibit 1 - "System Report Output," for the fees set forth therein. The Transfer Agent also agrees to perform the anti-money laundering duties set forth on Appendix C(3) for the fees set forth therein. 2.2 3. In connection with such appointment, the appointments herein, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing Trust Company as the Transfer AgentFund's Articles of Incorporation and all amendments thereto; (b) If applicable, specimens A certified copy of all forms the By-Laws of outstanding Share certificates, in forms approved the Fund; (c) A certified copy of a resolution of the Fund's Board appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (d) A Certificate signed by the Board Secretary of Directors the Fund specifying with respect to each class of Shares: the number of authorized Shares, and the number of such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund; (e) Specimen Share certificates for each class of Shares in the form approved by the Fund's Board, together with a certificate of signed by the Secretary of the Fund as to such approval; (cf) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; (“1933 Act”g) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or regulation (i.e., if subject to registration, that was exempt from such registration; (iii) All Shares issued they have been registered and outstanding on that the date hereof are duly authorizedRegistration Statement has become effective or, validly issuedif exempt, fully paid and non-assessablethe specific grounds therefor); and (ivh) The use of facsimile signatures Such other documents as may reasonably be requested by the Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as order for it to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or properly perform its obligations duties under this Agreement. 4. The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates and will replenish such supply within 30 days after receiving a request therefor from the Transfer Agent. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or facsimile thereof.

Appointment of Transfer Agent. 2.1 Each Fund 2.1. The Trust hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for as transfer agent of all the Shares of each Fund and as administrator dividend disbursing agent for each Fund during the term of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. 2.2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties hereinafter set forth. 2.2 2.3. In connection with such appointment, upon or prior to executing this Agreement the appointments herein, each Fund will provide Trust shall deliver to the Transfer Agent such of the following appointment and corporate authority documents as have not already been furnished to the Transfer Agent: (a) Copies A copy of resolutions appointing the Agreement and Declaration of Trust Company as of the Transfer AgentTrust and all amendments thereto certified by the Clerk of the Trust; (b) If applicableA copy of the By-Laws of the Trust certified by the Clerk of the Trust; (c) A copy of resolutions of the Trustees of the Trust, specimens certified by the Clerk of all forms the Trust, authorizing the execution of outstanding this Transfer Agency Agreement; (d) A Certificate signed by the Clerk of the Trust specifying the names and specimen signatures of the Officers of the Trust; (e) Specimen Share certificates, certificates for Shares of each series of each Fund in the forms approved by the Board of Directors Trustees of the FundTrust, together with a certificate Certificate signed by the Clerk of the Secretary of the Fund Trust as to such approval; (cf) Specimens Copies of the signatures of the officers or other authorized persons of the Fund authorized to sign Written Instructions and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued most recently filed Post-Effective Amendment to the underwriter for any new Fund or future original issuance of Shares for any Fund added after Trust's Registration Statement, filed with the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing Securities and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended (“1933 Act”) amended, and under the Investment Company Act of 1940, as amended, together with any other applicable federal or state statute or that was exempt applications for exemptive relief from any of the provisions of such registration;laws filed by the Trust and the record of any formal action of the Securities and Exchange Commission with respect to all such applications; and (iiig) All An opinion of counsel for the Trust to the effect that (1) beneficial interest in each Fund is divided into an unlimited number of shares of beneficial interest, (2) the issue and sale of the Trust's authorized but unissued Shares have been duly authorized under Massachusetts law, (3) the outstanding Shares are fully paid and non-assessable and (4) upon the issue and sale of any authorized and unissued Shares and upon receipt of the consideration therefor in an amount not less than either the Shares' net asset value or par value, if any, established and in force at the time of their sale, the Shares so issued and outstanding on the date hereof are duly authorized, will be validly issued, fully paid and non-assessable; and. (iv) 2.4. The use of facsimile signatures by Trust shall furnish the Transfer Agent in connection with the countersigning and registering sufficient supplies of blank Share certificates has been duly authorized in the forms approved from time to time by the Fund Trustees of the Trust, and is valid and effective. (e) A certificate from time to time will renew such supplies upon request of each Fund as to the Shares authorizedTransfer Agent. Such blank Share certificates shall be properly signed, issued and outstandingby facsimile or otherwise, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; by authorized Officers and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicablerequired, inform Transfer Agent as soon as possible in advance as to: (a) shall bear the existence seal of the Trust or termination of any restrictions on a facsimile thereof. Notwithstanding the transfer of Sharesdeath, the application to resignation or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, Officer authorized to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for sign such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and certificates, the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order continue to carry out countersign and issue Share certificates bearing such Officer's signature until otherwise directed by the Trust. The Trust agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or perform its obligations under demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent by the Trust pursuant to this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. Effective as of the date of this Agreement, the Manager, acting for the benefit of the Fund, hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; ; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf of the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments herein, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing the Declaration of Trust Company as of the Transfer AgentFund and all amendments thereto; (b) If applicableA certified copy of the By-Laws of the Fund; (c) A certified copy of a resolution of the Board of Trustees of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (d) A Certificate signed by the Secretary of the Fund specifying with respect to each class of Shares: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, and the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund; (e) Specimen Share certificatescertificates for each class of Shares, if any, in forms the form approved by the Board of Directors Trustees of the Fund, together with a certificate of signed by the Secretary of the Fund as to such approval;; and (cf) Specimens Copies of the signatures Fund's Registration Statement, as amended to date, and the most recently filed Post-Effective Amendment thereto, filed by the Fund with the Securities and Exchange Commission ("SEC") under the 1933 Act, and under the Investment Company Act of 1940, as amended ("1940 Act"), together with any applications filed in connection therewith. 4. If Share certificates are issued, the Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates and from time to time will renew such supply upon request of the officers Transfer Agent. Such blank Share certificates shall be properly signed, by facsimile or other authorized persons otherwise, by Officers of the Fund authorized by law or by the by-laws to sign Written Instructions and requests Share certificates, and, if applicablerequired, sign Share certificates; (d) Any and all opinions of counsel issued to shall bear the underwriter for any new Fund corporate seal or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered under the Securities Act of 1933, as amended (“1933 Act”) and any other applicable federal or state statute or that was exempt from such registration; (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effectivethereof. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. Effective as of the date of this Agreement, the Manager, acting for the benefit of the Fund, hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for as transfer agent of all the Shares of the Series and as administrator dividend disbursing agent during the period of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions the Agreement and Declaration of Trust of the Fund and any and all amendments thereto certified by the Secretary of the Fund; (ii) A copy of the By-laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Trustees of the Fund certified by the Secretary of the Fund appointing Trust Company as the Transfer Agent; Agent and authorizing the execution of this Transfer Agency Agreement; (biv) If applicableA Certificate signed by the Secretary of the Fund specifying: that an unlimited number of Shares are authorized under the Agreement and Declaration of Trust of the Fund, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Fund and the name and address of the legal counsel for the Fund; (v) Specimen Share certificates, certificate for each Series or class of Shares in forms the form approved by the Board of Directors Trustees of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; ; (cvi) Specimens Copies of the signatures of Fund's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-Laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: The number of authorized Shares, specimens if any, the number of all forms such authorized Shares issued, the number of outstanding Share certificatessuch authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Fund; and the name and address of the legal counsel for the Fund; (v) In the event the Fund issues shares, specimen share certificate for each or series class of Shares in forms the form approved by the Board of Directors of the FundFund (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications fled in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor.), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Trust hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar as transfer agent for all of the Shares and as administrator issued by the Trust during the period of Plans in accordance with the terms and conditions hereof and appoints Computershare this Agreement as the service provider same shall from time to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreementtime be constituted. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinTrust shall deliver or in the case of item (e), each Fund will provide make available upon request, the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing the Declaration of Trust Company or other document evidencing the Trust's form of organization (such document hereinafter being referred to as the Transfer Agent"Charter") and all amendments thereto; (b) If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors A certified copy of the Fund, with a certificate By-Laws of the Secretary of the Fund as to such approvalTrust; (c) Specimens A certified copy of a resolution of the signatures Board of Trustees of the officers or other authorized persons Trust appointing the Transfer Agent and appointing an Authorized Officer of the Fund authorized Trust to sign Written Instructions and requests and, if applicable, sign Share certificatesexecute this Transfer Agency Agreement; (d) Any A certificate signed by the Secretary of the Trust specifying the number of authorized Shares of the Trust and all opinions the number of such authorized Shares issued and currently outstanding, the names and specimen signatures of the officers of the Trust and the name and address of the legal counsel issued to for the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organizationTrust; (iie) All Shares issued Copies of the Registration Statements, as amended to date, filed by the Trust with the Securities and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and the investment Company Act of 1940, as amended, together with any applications filed in connection therewith; (“1933 Act”f) A certified copy of the order or consent of each governmental or regulatory authority, required by law for the issuance of the Shares of the Trust, and an opinion of legal counsel for the Trust that the order or consent of no other governmental or regulatory authority is required; (g) opinion of counsel for the Trust with respect to the validity of the authorized and outstanding Shares of the Trust and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal or state statute law or regulation (i.e., if subject to registration, that was exempt from such registration; (iii) All Shares issued they have been registered and outstanding on that the date hereof are duly authorizedRegistration Statement has become effective or, validly issuedif exempt, fully paid and non-assessablethe specific grounds therefor); and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (eh) A certificate signature card bearing the signatures of each Fund as the Authorized Officers of the Trust who will be the only persons authorized to the Shares authorized, issued sign Written Instructions and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicablerequests. 2.3 Fund shall, if applicable, inform Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. Effective as of the date of this Agreement, the Trust hereby appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinTrust upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing the Agreement and Declaration of Trust Company as of the Transfer AgentTrust and all amendments thereto certified by the Secretary of the Trust; (bii) If applicableA copy of the By-laws of the Trust certified by the Secretary of the Trust; (iii) A copy of a resolution of the Board of Trustees of the Trust certified by the Secretary of the Trust appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Trust specifying: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, the number of outstanding such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Trust and the name and address of the legal counsel for the Trust; (v) Specimen Share certificates, certificate for each series or class of Shares in forms the form approved by the Board of Directors Trustees of the FundTrust (and in a format compatible with the Transfer Agent's system), together with a certificate of Certificate signed by the Secretary of the Fund Trust as to such approval; (cvi) Specimens Copies of the signatures of Trust's registration statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions Trust with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and nonassessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of Sharesregistration statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Company hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all as transfer agent of the Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under as indicated above and as dividend disbursing agent for such shares during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing Trust Company as the Transfer AgentCompany's Charter and all amendments thereto certified by the Secretary of the Company; (bii) If applicable, specimens A copy of all forms the By-Laws of outstanding Share certificates, in forms approved the Company certified by the Secretary of the Company; (iii) A copy of a resolution of the Board of Directors of the Fund, with a certificate of Company certified by the Secretary of the Fund as to such approvalCompany appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (civ) Specimens A Certificate signed by the Secretary of the Company specifying: the number of authorized Shares, the number of such authorized Shares issued, the number of such authorized Shares issued and currently outstanding; the names and specimen signatures of the officers or other authorized persons Officers of the Fund authorized to sign Written Instructions Company; and requests and, if applicable, sign Share certificatesthe name and address of the legal counsel for the Company; (dv) Any Copies of the Fund's Registration Statement, as amended to date, and all opinions of counsel issued to the underwriter for any new most recently filed Post-Effective Amendment thereto, filed by the Fund or future original issuance of Shares for any Fund added after with the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing Securities and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vi) Opinion of counsel for the Company with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Trust hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all as transfer agent of the Shares of the Trust as indicated above and as administrator dividend disbursing agent for such shares during the period of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinTrust upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies of resolutions appointing Trust Company as the Transfer Agent; (b) If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors A copy of the Fund, with a certificate Trust's Declaration of Trust and all amendments thereto certified by the Secretary of the Fund as to such approval; (c) Specimens of the signatures of the officers or other authorized persons of the Fund authorized to sign Written Instructions and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organizationTrust; (ii) All A copy of the Code of Regulations of the Trust certified by the Secretary of the Trust; (iii) A copy of a resolution of the Board of Trustees of the Trust certified by the Secretary of the Trust appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Trust specifying: the number of authorized Shares, the number of such authorized Shares issued, the number of such authorized Shares issued and outstanding on currently outstanding, the date hereof were issued names and specimen signatures of the Officers of the Trust; and the name and address of the legal counsel for the Trust; (v) Copies of the Trust's Registration Statement, as part of an offering that was registered amended to date, and the most recently filed Post-Effective Amendment thereto, filed by the Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Trust Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vi) Opinion of counsel for the Trust with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each Fund 1. The Trust hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for as transfer agent of all the Shares of the Trust and as administrator dividend disbursing agent during the period of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of the Fund under this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth, including those set forth on Appendices C(1) and C(2), and Exhibit 1 - "System Report Output," for the fees set forth therein. 2.2 3. In connection with such appointment, the appointments herein, each Fund will provide Trust shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a) Copies A certified copy of resolutions appointing the Trust's Agreement and Declaration of Trust Company as the Transfer Agentand all amendments thereto; (b) If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors A certified copy of the Fund, with a certificate By-Laws of the Secretary of the Fund as to such approvalTrust; (c) Specimens A certified copy of a resolution of the signatures Trust's Board appointing the Transfer Agent and authorizing the execution of the officers or other authorized persons of the Fund authorized to sign Written Instructions and requests and, if applicable, sign Share certificatesthis Transfer Agency Agreement; (d) Any A Certificate signed by the Secretary of the Trust specifying with respect to each class of Shares: the number of authorized Shares, and all opinions the number of such authorized Shares issued and currently outstanding, the names and specimen signatures of the Officers of the Trust, and the name and address of the legal counsel issued to for the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organizationTrust; (iie) All Shares issued Copies of the Trust's Registration Statement, as amended to date, and outstanding on the date hereof were issued as part of an offering that was registered most recently filed Post-Effective Amendment thereto, filed by the Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; (“1933 Act”f) Opinion of counsel for the Trust with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or regulation (i.e., if subject to registration, that was exempt from such registration; (iii) All Shares issued they have been registered and outstanding on that the date hereof are duly authorizedRegistration Statement has become effective or, validly issuedif exempt, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678specific grounds therefore); and (g) A completed W-8 or W-9, Such other documents as applicable. 2.3 Fund shall, if applicable, inform may reasonably be requested by the Transfer Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order for it to carry out or properly perform its obligations duties under this Agreement.

Appointment of Transfer Agent. 2.1 Each 9. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 10. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 11. In connection with such appointment, the appointments herein, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (a1) Copies A certified copy of resolutions appointing Trust Company as the Transfer AgentArticles of Incorporation of the Fund and all amendments thereto; (b2) If applicableA certified copy of the By-Laws of the Fund; (3) A certified copy of a resolution of the Board of Directors of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (4) A Certificate signed by the Secretary of the Fund specifying with respect to each class of Shares: the number of authorized Shares, specimens the number of all forms such authorized Shares issued, and the number of such authorized Shares issued and currently outstanding the names and specimen signatures of the Officers of the Fund, and the name and address of the legal counsel for the Fund; (5) Specimen Share certificates, certificates for each class of Shares in forms the form approved by the Board of Directors of the Fund, together with a certificate of signed by the Secretary of the Fund as to such approval; (c6) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”7) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or regulation (i.e., if subject to registration, that was exempt from such registration;they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor. (iii) All Shares issued and outstanding on 12. The Fund shall furnish the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering a sufficient supply of blank Share certificates has been duly and from time to time will renew such supply upon request of the Transfer Agent. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Fund authorized by law or by the Fund and is valid and effective. (e) A certificate of each Fund as by-laws to the Shares authorizedsign Share certificates, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shall, if applicablerequired, inform Transfer Agent as soon as possible in advance as to: (a) shall bear the existence corporate seal or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rightsfacsimile thereof. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.

Appointment of Transfer Agent. 2.1 Each 1. The Fund hereby constitutes and appoints Trust Company to act as sole the Transfer Agent and registrar for all Shares and as administrator of Plans in accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor transfer agent of all payments received or made by or on behalf the Shares of the Fund under and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts each such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2.2 3. In connection with such appointment, the appointments hereinFund upon the request of the Transfer Agent, each Fund will provide shall deliver the following appointment and corporate authority documents to the Transfer Agent: (ai) Copies A copy of resolutions appointing the Declaration of Trust Company as of the Transfer AgentFund and all amendments thereto certified by the Secretary of the Fund; (bii) If applicableA copy of the By-Laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Trustees of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, specimens if any, the number of all forms such authorized Shares issued, the number of outstanding Share certificatessuch authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Fund; and the name and address of the legal counsel for the Fund; (v) In the event the Fund issues shares, specimen share certificate for each or series class of Shares in forms the form approved by the Board of Directors Trustees of the FundFund (and in a format compatible with the Transfer Agent's system) , together with a certificate of Certificate signed by the Secretary of the Fund as to such approval; (cvi) Specimens Copies of the signatures of Fund's Registration Statement, as amended to date, and the officers or other authorized persons of most recently filed Post-Effective Amendment thereto, filed by the Fund authorized to sign Written Instructions with the Securities and requests and, if applicable, sign Share certificates; (d) Any and all opinions of counsel issued to the underwriter for any new Fund or future original issuance of Shares for any Fund added after the Effective Date for which Transfer Agent will act as transfer agent hereunder that may include: (i) Fund is duly organized, validly existing and in good standing under the laws of its state of organization; (ii) All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered Exchange Commission under the Securities Act of 1933, as amended amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (“1933 Act”vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or state statute or that was exempt from such registration; regulation (iii) All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and (iv) The use of facsimile signatures by Transfer Agent in connection with the countersigning and registering of Share certificates has been duly authorized by the Fund and is valid and effective. (e) A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; (f) A completed Internal Revenue Service Form 2678; and (g) A completed W-8 or W-9, as applicable. 2.3 Fund shalli.e., if applicablesubject to registration, inform Transfer Agent as soon as possible in advance as to: (a) that they have been registered and that the existence or termination of any restrictions on the transfer of SharesRegistration Statement has become effective or, if exempt, the application to or removal from any Share of any legend restricting the transfer of such Shares (subject, in the case of removal of any legend, to delivery of a legal opinion from counsel to Fund in form and substance acceptable to Transfer Agentspecific grounds therefor.), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency or other proceeding regarding Fund affecting the enforcement of creditors’ rights. 2.4 Fund shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Transfer Agent may reasonably require in order to carry out or perform its obligations under this Agreement.