Common use of Representations and Warranties of the Transfer Agent Clause in Contracts

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund that: 4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the Services contemplated in this Agreement. 4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 4.7 It is entering into this Agreement and provision of the Services does not violate any other obligations it may have. 4.8 It shall at all times employ a current version of a leading commercially available virus detection software program that employs regular updates to test the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or software. 4.9 The Transfer Agent will (a) comply with all applicable anti-corruption laws; and (b) not knowingly, accept from, or provide to the Fund, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with the negotiation, execution, or performance of this Agreement. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and the Transfer Agent waives the cure period that would otherwise apply to such breach under that Section. The Transfer Agent shall maintain policies and procedures reasonably designed to promote and achieve compliance with this requirement. The Transfer Agent will notify the Fund promptly if any of the representations and warranties above ceases to be true.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund Trust that: 4.1 3.1 It is a corporation trust company duly organized and existing and in good standing under the laws of The the Commonwealth of Massachusetts. 4.2 3.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 ActSecurities Exchange Act of 1934, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It , and it will as soon as reasonably possible promptly notify the Fund Trust in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 3.3 It is duly qualified to carry on its business in The the Commonwealth of Massachusetts. 4.4 3.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws organizational documents to enter into and perform the Services services contemplated in this Agreement. 4.5 3.5 All requisite corporate organizational proceedings have been taken to authorize it to enter into and perform this Agreement. 4.6 3.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 4.7 3.7 It is entering in compliance with all material federal and state laws, rules and regulations applicable to its transfer agency business and the performance of its duties, obligations and services under this Agreement. 3.8 The various procedures and systems which it has implemented with regard to safeguarding from loss or damage attributable to fire, theft or any other cause, the Trust’s records and other data and the Transfer Agent’s records, data equipment facilities and other property used in the performance of its obligations hereunder are adequate and it will make such changes therein from time to time as it may deem reasonably necessary for the secure performance of its obligations hereunder. 3.9 Its entrance into this Agreement and provision of the Services does will not violate cause a material breach or be in material conflict with any other obligations it may have. 4.8 It shall at all times employ a current version agreement or obligation of a leading commercially available virus detection software program that employs regular updates to test the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or software. 4.9 The Transfer Agent will (a) comply with all applicable anti-corruption laws; and (b) not knowingly, accept from, or provide to the Fund, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with the negotiation, execution, or performance of this Agreement. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and the Transfer Agent waives or any law or regulation applicable to it. 3.10 No legal or administrative proceedings have been instituted or threatened which would materially impair the cure period that would otherwise apply Transfer Agent’s ability to such breach perform its duties and obligations under that Section. The Transfer Agent shall maintain policies and procedures reasonably designed to promote and achieve compliance with this requirement. The Transfer Agent will notify the Fund promptly if any of the representations and warranties above ceases to be trueAgreement.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund Trust that: 4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 ActSecurities Exchange Act of 1934, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the Services services contemplated in this Agreement. 4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 4.6 It has and will continue to have access to the necessary facilities, equipment equipment, personnel, policies and personnel procedures to effectively perform its duties and obligations under this AgreementAgreement and under the laws applicable to its business and services. 4.7 It is entering into The execution, delivery and performance of this Agreement by the Transfer Agent (1) has been duly authorized by the Transfer Agent and provision (2) will not conflict with, result in a breach of the Services does not violate or constitute a default under any other obligations it may haveagreement to which the Transfer Agent is a party or by which the Transfer Agent is bound. 4.8 It shall at all times employ a current version of a leading commercially available virus detection software program will perform its obligations in compliance with the federal and state laws, rules and regulations applicable to its business and services and with such other rules or standards that employs regular updates may be requested by the Trust from time to test time and agreed upon by the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or softwareTransfer Agent. 4.9 The Transfer Agent It has appointed and will (a) comply continue to appoint employees with all applicable anti-corruption laws; suitable training and (b) not knowingly, accept from, or provide skills to perform the Fund, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, services in connection with the negotiation, execution, or performance of this Agreementa diligent and professional manner. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and All such employees will have been subjected to third party background checks by the Transfer Agent waives as required by applicable federal law with respect to SEC registered transfer agent. It will not knowingly employ any person to participate directly or indirectly in the cure period that would otherwise apply to such breach provision of any aspect of the services described in this Agreement who it is prohibited from hiring under that Sectionapplicable law. . The Trust, may from time to time, but no more frequently than once a year, request a certification from the Transfer Agent that the foregoing background checks are being conducted. Each employee shall maintain be subject to, and shall have acknowledged in writing, his or her understanding and willingness to abide by (A) all of the Transfer Agent’s employee policies and procedures reasonably designed with respect to promote and achieve compliance with this requirement. The Transfer Agent will notify his or her required conduct while in the Fund promptly if any employ of the representations Transfer Agent, and warranties above ceases to be true(B) the Transfer Agent’s confidentiality policies and procedures.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund Trust that: 4.1 It is a corporation trust company duly organized and validly existing and in good standing under the laws of The Commonwealth the State of MassachusettsIllinois and shall remain so as long as this Agreement is in effect. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusettseach jurisdiction where the failure to so qualify would have a material and adverse effect on its business and operations. 4.4 4.3 It is empowered under applicable laws and by its Articles of Organization Charter and By-Laws and has full power and authority to enter into and perform its obligations under this Agreement. 4.4 It is a transfer agent fully registered as a transfer agent pursuant to Section 17A(c)(2) of the Services contemplated in Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall remain so during the term of this Agreement. 4.5 All requisite corporate proceedings actions have been taken to authorize it to enter into and perform this Agreement. 4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 4.7 It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Exchange Act and the rules thereunder and all state laws, rules and regulations applicable to its transfer agency business. 4.8 This Agreement has been duly authorized, executed and delivered by it and is entering into a valid and binding agreement of it enforceable in accordance with its terms. 4.9 The performance by it of its obligations under this Agreement and provision will not conflict with or result in a breach of any of the Services terms or provisions of any agreement to which it is a party or to which it is bound and does not violate any other applicable law, rule or regulation which conflict or violation might reasonably be expected adversely to affect the ability of the Transfer Agent to carry out its obligations it may haveunder this Agreement. 4.8 4.10 There is not pending or, to the best knowledge of the Transfer Agent, threatened any action, suit or proceeding before or by any court or governmental or regulatory agency or authority (including any self-regulatory organization) or similar tribunal against or affecting the Transfer Agent or any of its assets, which might reasonably be expected to affect the ability of the Transfer Agent to carry out its obligations under this Agreement, and the Transfer Agent has not received any notice of an investigation regarding non-compliance by the Transfer Agent with any applicable laws or regulations related to the services being provided as described herein. 4.11 It shall has obtained, and will at all times employ a current version maintain during the term of a leading commercially available virus detection software program that employs regular updates to test the hardware this Agreement, all licenses, permits and software applications used registrations as may be required by it to deliver the Services applicable laws or regulations or otherwise necessary for the presence of any computer code designed Transfer Agent to disrupt, disable, harm or otherwise impede the operation of such hardware or softwareenter into and carry out its obligations under this Agreement. 4.9 The 4.12 It will carry out its duties hereunder in compliance in all material respects with all applicable laws and regulations. Without limiting the generality of the foregoing, the Transfer Agent will (a) comply with is aware of the requirements of all applicable anti-corruption laws; money laundering laws and (b) regulations, including, but not knowingly, accept from, or provide limited to the FundUnited States Patriot Act of 2001 and the United States Bank Secrecy Act, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing regulations administered by the United States Department of value, in connection with Treasury’s Office of Foreign Assets Control and the negotiation, execution, or performance of this Agreement. A breach recommendations of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 Financial Action Task Force (collectively, the “anti-money laundering laws and regulations”) and the Transfer Agent waives the cure period that would otherwise apply to is in substantial compliance with all such breach under that Sectionanti-money laundering laws and regulations. The Transfer Agent shall maintain has in place anti-money laundering policies and procedures, which are reasonably designed to ensure compliance with all applicable money laundering laws and regulations and, in particular, to verify the identity of each person wishing to subscribe for the Shares and, to the extent required by applicable law, the sources of funds to be used by such person to pay the corresponding subscription monies, and such policies and procedures reasonably designed are properly enforced by the Transfer Agent. If the Transfer Agent receives a request from any court or governmental or regulatory agency or authority (including any self-regulatory organization) or similar tribunal, the Transfer Agent shall promptly (to promote the extent permitted by applicable law and achieve compliance regulation) provide a copy of such request to the Trust, together with this requirementsupplemental documentation (to the extent such documentation is in the possession of the Transfer Agent and may be delivered to the Trust under applicable law, regulation and contractual provisions) evidencing the identity of the persons affected by such request on whose behalf the Transfer Agent subscribed for Shares. The Transfer Agent will maintain evidence of the identity of each person on whose behalf it has subscribed for Shares as required by applicable law. The Transfer Agent acknowledges that the Trust may rely on this representation in connection with its compliance with applicable anti-money laundering laws and regulations. 4.13 The Transfer Agent represents and warrants that it has and will maintain controls, procedures and operating systems that are effective and reasonably designed to ensure the Funds’ prospectuses are delivered to Shareholders of the Funds in accordance with applicable law, including in respect of new or additional investments in one or more Funds. 4.14 It agrees to notify the Fund Transfer Agent promptly if any of the representations and warranties above set forth herein ceases to be truetrue and correct in any respect.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund Trust that: 4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of MassachusettsIllinois and shall remain so as long as this Agreement is in effect. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 Act, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusettseach jurisdiction in which it does business where its activities would require such qualification. 4.4 4.3 It is empowered under applicable laws and by its Articles of Organization Charter and By-Laws to enter into and perform its obligations under this Agreement. 4.4 It is a transfer agent duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Services contemplated in Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall remain so during the term of this Agreement. 4.5 All requisite corporate proceedings actions have been taken to authorize it to enter into and perform this Agreement. 4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 4.7 It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Exchange Act and the rules thereunder and all state laws, rules and regulations applicable to its transfer agency business. 4.8 This Agreement has been duly authorized, executed and delivered by it and is entering into a valid and binding agreement of it enforceable in accordance with its terms. 4.9 The performance by it of its obligations under this Agreement and provision will not conflict with or result in a breach of any of the Services terms or provisions of any agreement to which it is a party or to which it is bound and does not violate any other applicable law, rule or regulation which conflict or violation might reasonably be expected adversely to affect the ability of the Transfer Agent to carry out its obligations it may haveunder this Agreement. 4.8 It shall at all times employ a current version 4.10 There is not pending or, to the best knowledge of a leading commercially available virus detection software program that employs regular updates to test the hardware and software applications used Transfer Agent, threatened any action, suit or proceeding before or by it to deliver any court or governmental or regulatory agency or authority (including any self-regulatory organization) or similar tribunal against or affecting the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or software. 4.9 The Transfer Agent will (a) comply with all applicable anti-corruption laws; and (b) not knowingly, accept from, or provide to the Fund, its directors, officers or employees, or any public officialof its assets, any unlawful payment, unlawful compensation or other unlawful remuneration, which might reasonably be it monetary or other thing expected to affect the ability of value, in connection with the negotiation, execution, or performance of Transfer Agent to carry out its obligations under this Agreement. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 , and the Transfer Agent waives has not received any notice of an investigation regarding non-compliance by the cure period that would Transfer Agent with any applicable laws or regulations related to the services being provided as described herein. 4.11 It has obtained, and will at all times maintain during the term of this Agreement, all licenses, permits and registrations as may be required by applicable laws or regulations or otherwise apply necessary for the Transfer Agent to enter into and carry out its obligations under this Agreement. 4.12 It has in place AML policies and procedures (“AML Program”), which are reasonably designed to ensure compliance with the AML legislation applicable in any jurisdiction where the Transfer Agent is required to comply with such breach under that Sectionpolicies and procedures as a result of performing the services hereunder, including, without limitation, including the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and the Bank Secrecy Act, as amended by the PATRIOT Act. The Transfer Agent shall maintain policies Agent’s AML Program includes (i) policies, procedures and procedures reasonably controls designed to promote ensure ongoing compliance; (ii) an AML compliance officer who is responsible for the operation of the AML program; and achieve compliance with this requirement. The Transfer Agent will (iii) ongoing employee training; 4.13 It agrees to notify the Fund Trust promptly if any of the representations and warranties above set forth herein ceases to be truetrue and correct.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund Trust that: 4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 4.2 It is duly registered as a transfer agent under pursuant to Section 17A(c)(2) of the 1934 Exchange Act, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the Services contemplated in this Agreement. 4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 4.6 It has and will continue to have access to the necessary facilities, equipment equipment, personnel, policies and personnel procedures to effectively perform its duties and obligations under this AgreementAgreement and under the laws applicable to its business and services. 4.7 It is entering into The execution, delivery and performance of this Agreement by the Transfer Agent (1) has been duly authorized by the Transfer Agent and provision (2) will not conflict with, result in a breach of the Services does not violate or constitute a default under any other obligations it may haveagreement to which the Transfer Agent is a party or by which the Transfer Agent is bound. 4.8 It shall at all times employ a current version of a leading commercially available virus detection software program will perform its obligations in compliance with the federal and state laws, rules and regulations applicable to its business and services and with such other rules or standards that employs regular updates may be requested by the Trust from time to test time and agreed upon by the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or softwareTransfer Agent. 4.9 The It has appointed and will continue to appoint employees with suitable training and skills to perform the services in a diligent and professional manner. All such employees will have been subjected to third party background checks by the Transfer Agent Agent. It will (a) comply with all applicable anti-corruption laws; and (b) not knowinglyknowingly employ any person to participate directly or indirectly in the provision of any aspect of the services described in this Agreement who has been convicted of any criminal offense involving dishonesty, accept froma breach of trust, or provide money laundering. The Trust, may from time to the Fundtime, its directorsbut no more frequently than once a year, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with the negotiation, execution, or performance of this Agreement. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and request a certification from the Transfer Agent waives that the cure period that would otherwise apply foregoing background checks are being conducted. Each employee shall be subject to, and shall have acknowledged in writing, his or her understanding and willingness to such breach under that Sectionabide by (A) all of the Transfer Agent’s employee policies and procedures with respect to his or her required conduct while in the employ of the Transfer Agent, and (B) the Transfer Agent’s confidentiality policies and procedures. The Transfer Agent shall maintain policies and procedures reasonably designed to promote and achieve compliance with this requirement. The Transfer Agent will notify not provide the Fund promptly if any services hereunder from facilities outside of the representations and warranties above ceases to United States without the prior written consent of the Trust (which consent will not be trueunreasonably withheld).

Representations and Warranties of the Transfer Agent. The Transfer Agent represents represents, warrants and warrants covenants to the Fund that: 4.1 It The Transfer Agent is a corporation duly organized and organized, validly existing and in good standing under the laws of The the Commonwealth of Massachusetts. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of The Transfer Agent has the 1934 Act, as amended (the “1934 Act”), corporate power and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified authority to carry on its business in The the Commonwealth of MassachusettsMassachusetts as it is currently conducted. 4.3 The Transfer Agent has the legal right and power and has taken all requisite corporate action necessary to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Transfer Agent. 4.4 It No consent, approval or action of, or filing with or notice to, any governmental or regulatory authority or any other person is empowered under applicable laws required on the part of the Transfer Agent in connection with the execution, delivery and by its Articles performance of Organization and By-Laws to enter into and perform this Agreement or the Services consummation of the transactions contemplated in this Agreementhereby. 4.5 All requisite corporate No legal, administrative or regulatory proceedings have been taken instituted or, to authorize it the knowledge of the Transfer Agent, threatened against the Transfer Agent, that would impair the Transfer Agent’s ability to enter into perform its duties and perform obligations under this Agreement. 4.6 It The Transfer Agent’s execution, delivery and performance of this Agreement shall not cause a material breach or material conflict with any other agreement or obligation of the Transfer Agent or any law or regulation applicable to it. 4.7 The Transfer Agent has and will continue to have access to, and will take the commercially reasonable steps necessary to ensure appropriate maintenance of, the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 4.7 It is entering into 4.8 The Transfer Agent is, and will during the term of this Agreement and provision remain, a duly registered transfer agent pursuant to Section 17A(c)(2) of the Services does not violate any other obligations it may have. 4.8 It shall at 1934 Act and will comply with all times employ a current version of a leading commercially available virus detection software program that employs regular updates to test the hardware federal laws and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or softwareregulations governing transfer agents. 4.9 The Transfer Agent will be responsible for obtaining any and all Required Consents for any third party software supplied by the Transfer Agent. A Required Consent means any consents or approvals required to give the Transfer Agent and its subcontractors the right or license to access, use and/or modify (aincluding creating derivative works) comply the hardware, software, firmware and other products the Fund uses, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. 4.10 The Transfer Agent will promptly notify the Fund immediately upon becoming aware of any violations involving the Delegated Duties (as defined in Schedule 1.2(e) hereto) with all applicable anti-corruption laws; and (b) not knowingly, accept from, or regard to the Shareholder accounts. The Transfer Agent will promptly provide to the Fund, its directorsupon request, officers copies of any anti-money laundering compliance programs or employeesmaterials, including the Transfer Agent’s policies and procedures for performing the Delegated Duties and for identifying and reporting suspicious transactions. Upon request from the Fund, the Transfer Agent will cooperate with the Fund and assist the Fund in obtaining any information regarding the Delegated Duties necessary to measure compliance with the aspects of the Fund’ anti-money laundering program(s) that have been delegated to the Transfer Agent or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with any governmental or regulatory investigation as it relates to the negotiationDelegated Duties. 4.11 The Transfer Agent, executionas to its own anti-money laundering program, or performance of this Agreement. A breach is in compliance with applicable federal laws and OFAC regulations, government guidance, and blocking and notification requirements, including, but not limited to, executive orders issued by the President of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 United States (collectively referred to as (“OFAC Laws”)) and has adequate policies, procedures and internal controls to ensure its own compliance as it pertains to embargoed and sanctioned countries and nationals, citizens and/or residents thereof and their financial transactions. 4.12 The Transfer Agent represents and warrants that its personnel are subject to comprehensive background checks, performed by the Transfer Agent waives and an independent third party, including criminal, financial and qualification checks in accordance with the cure period Transfer Agent’s personnel policies and procedures. Pursuant to those policies, the Transfer Agent will not employ individuals whose background check uncovers: (i) a felony conviction; (ii) a misdemeanor conviction within the last seven years that would otherwise apply resulted from a violent crime, a financial-related crime or from the distribution/sale of a controlled substance; (iii) a crime of dishonesty or a breach of trust; (iv) falsification of information or misrepresentation of oneself in completing an application of employment; (v) unsatisfactory references; (vi) unsatisfactory credit history; or (vii) an outstanding warrant related to such breach under a conviction or a felony or misdemeanor. Upon reasonable request of the Fund, the Transfer Agent shall certify to the Fund that Sectionit is carrying out the foregoing background checks in accordance with this section. All of the Transfer Agent personnel are subject to, and have acknowledged in writing, their understanding and agreement to abide by all of the Transfer Agent’s employee policies and procedures with respect to their required conduct while in the employ of the Transfer Agent, and to comply with the Transfer Agent’s confidentiality policies and procedures. The Transfer Agent’s policies prohibit its employees from using illegal drugs while on its premises or from being under the influence of illegal drugs while performing its services. Upon the reasonable request of the Fund, the Transfer Agent shall maintain policies and procedures reasonably designed to promote and achieve compliance with this requirement. The Transfer Agent will notify promptly address any reasonable concerns or issues raised by the Fund promptly if regarding any of the representations and warranties above ceases to be trueTransfer Agent’s employees performing services for the Fund under this Agreement.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund Trust that: 4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the 1934 ActSecurities Exchange Act of 1934, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the Services services contemplated in this Agreement. 4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 4.6 3.6 It has and will continue to have access to the necessary facilities, equipment equipment, personnel, policies and personnel procedures to effectively perform its duties and obligations under this AgreementAgreement and under the laws applicable to its business and services. 4.7 It is entering into The execution, delivery and performance of this Agreement by the Transfer Agent (1) has been duly authorized by the Transfer Agent and provision (2) will not conflict with, result in a breach of the Services does not violate or constitute a default under any other obligations it may haveagreement to which the Transfer Agent is a party or by which the Transfer Agent is bound. 4.8 It shall at all times employ a current version of a leading commercially available virus detection software program will perform its obligations in compliance with the federal and state laws, rules and regulations applicable to its business and services and with such other rules or standards that employs regular updates may be requested by the Trust from time to test time and agreed upon by the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or softwareTransfer Agent. 4.9 The Transfer Agent It has appointed and will (a) comply continue to appoint employees with all applicable anti-corruption laws; suitable training and (b) not knowingly, accept from, or provide skills to perform the Fund, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, services in connection with the negotiation, execution, or performance of this Agreementa diligent and professional manner. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and All such employees will have been subjected to third party background checks by the Transfer Agent waives as required by applicable federal law with respect to SEC registered transfer agent. It will not knowingly employ any person to participate directly or indirectly in the cure period that would otherwise apply to such breach provision of any aspect of the services described in this Agreement who it is prohibited from hiring under that Sectionapplicable law. . The Trust, may from time to time, but no more frequently than once a year, request a certification from the Transfer Agent that the foregoing background checks are being conducted. Each employee shall maintain be subject to, and shall have acknowledged in writing, his or her understanding and willingness to abide by (A) all of the Transfer Agent’s employee policies and procedures reasonably designed with respect to promote and achieve compliance with this requirement. The Transfer Agent will notify his or her required conduct while in the Fund promptly if any employ of the representations Transfer Agent, and warranties above ceases to be true(B) the Transfer Agent’s confidentiality policies and procedures.

Representations and Warranties of the Transfer Agent. The the Transfer Agent represents represents, warrants and warrants covenants to the Fund that: 4.1 It The Transfer Agent is a corporation duly organized and organized, validly existing and in good standing under the laws of The the Commonwealth of Massachusetts. 4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of The Transfer Agent has the 1934 Act, as amended (the “1934 Act”), corporate power and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible notify the Fund in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived. 4.3 It is duly qualified authority to carry on its business in The the Commonwealth of MassachusettsMassachusetts as it is currently conducted. 4.3 The Transfer Agent has the legal right and power and has taken all requisite corporate action necessary to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Transfer Agent. 4.4 It No consent, approval or action of, or filing with or notice to, any governmental or regulatory authority or any other person is empowered under applicable laws required on the part of the Transfer Agent in connection with the execution, delivery and by its Articles performance of Organization and By-Laws to enter into and perform this Agreement or the Services consummation of the transactions contemplated in this Agreementhereby. 4.5 All requisite corporate No legal, administrative or regulatory proceedings have been taken instituted or, to authorize it the knowledge of the Transfer Agent, threatened against the Transfer Agent, that would impair the Transfer Agent’s ability to enter into perform its duties and perform obligations under this Agreement. 4.6 It The Transfer Agent’s execution, delivery and performance of this Agreement shall not cause a material breach or material conflict with any other agreement or obligation of the Transfer Agent or any law or regulation applicable to it. 4.7 The Transfer Agent has and will continue to have access to, and will take the commercially reasonable steps necessary to ensure appropriate maintenance of, the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 4.7 It is entering into 4.8 The Transfer Agent is, and will during the term of this Agreement and provision remain, a duly registered transfer agent pursuant to Section 17(A)(c)(2) of the Services does not violate any other obligations it may have. 4.8 It shall at Securities Exchange Act of 1934, as amended, and will comply with all times employ a current version of a leading commercially available virus detection software program that employs regular updates to test the hardware federal laws and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm or otherwise impede the operation of such hardware or softwareregulations governing transfer agents. 4.9 The Transfer Agent will be responsible for obtaining any and all Required Consents for any third party software supplied by the Transfer Agent. A Required Consent means any consents or approvals required to give the Transfer Agent and its subcontractors the right or license to access, use and/or modify (aincluding creating derivative works) comply the hardware, software, firmware and other products the Fund uses, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. 4.10 The Transfer Agent will promptly notify the Fund immediately upon becoming aware of any violations involving the Delegated Duties (as defined in Schedule 1.2(f) hereto) with all applicable anti-corruption laws; and (b) not knowingly, accept from, or regard to the shareholder accounts. the Transfer Agent will promptly provide to the Fund, its directorsupon request, officers copies of any anti-money laundering compliance programs or employeesmaterials, including Boston Financial’s policies and procedures for performing the Delegated Duties and for identifying and reporting suspicious transactions. Upon request from the Fund, the Transfer Agent will cooperate with the Fund and assist the Fund in obtaining any information regarding the Delegated Duties necessary to measure compliance with the aspects of the Fund’ anti-money laundering program(s) that have been delegated to the Transfer Agent or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with any governmental or regulatory investigation as it relates to the negotiationDelegated Duties. 4.11 The Transfer Agent, executionas to its own anti-money laundering program, or performance of this Agreement. A breach is in compliance with applicable federal laws and OFAC regulations, government guidance, and blocking and notification requirements, including, but not limited to, executive orders issued by the President of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 United States (collectively referred to as (“OFAC Laws”) and the Transfer Agent waives the cure period that would otherwise apply has adequate policies, procedures and internal controls to such breach under that Section. The Transfer Agent shall maintain policies ensure its own compliance as it pertains to embargoed and procedures reasonably designed to promote sanctioned countries and achieve compliance with this requirement. The Transfer Agent will notify the Fund promptly if any of the representations nationals, citizens and/or residents thereof and warranties above ceases to be truetheir financial transactions.

Representations and Warranties of the Transfer Agent. The Transfer Agent represents and warrants to the Fund thatTrust as follows: 4.1 (a) It is a corporation duly organized and existing organized, validly existing, and in good standing under the laws of The Commonwealth the State of Massachusetts.Delaware; 4.2 (b) It is duly registered as empowered under applicable laws and by its Certificate of Incorporation and Bylaws to enter into and perform this Agreement; (c) It is a transfer agent registered under Section 17A(c)(2) of Rule 17Ac2-1 promulgated under the 1934 Act, as amended (in good standing, it will maintain all such licenses and registrations required to perform the “1934 Act”)Services under applicable laws, and it will remain so registered for the duration of this Agreement. It will as soon as reasonably possible promptly notify the Fund Trust in the event of any material change in its status as a registered transfer agent. Notwithstanding any other provision of this Agreement, the loss or expiration of the Transfer Agent’s registration as a transfer agent will constitute a material breach of this Agreement and any cure period and/or early termination fee shall be waived.; 4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the Services contemplated in this Agreement. 4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 4.6 (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.; 4.7 (e) It will promptly notify the Trust in the event that the Transfer Agent is entering into for any reason unable to perform any of its obligations under this Agreement Agreement; (f) It will promptly notify the Trust of any received, pending or threatened legal, regulatory or administrative proceedings, examinations, inquiries, sweep requests or investigations with respect to the Transfer Agent, its services or technology (and provision of the Services does not violate any findings related thereto); (g) The various procedures and systems which it has implemented with regard to safeguarding from loss or damage attributable to fire, theft or any other cause, the Trust’s records and other data and the Transfer Agent’s records, data equipment facilities and other property used in the performance of its obligations hereunder are adequate and it will make such changes therein from time to time as it may have. 4.8 It shall at all times employ a current version of a leading commercially available virus detection software program that employs regular updates to test the hardware and software applications used by it to deliver the Services deem reasonably necessary for the presence secure performance of any computer code designed to disruptits obligations hereunder; (h) the Tokenization Platform, disable, harm or otherwise impede the operation of such hardware or software. 4.9 The other Transfer Agent systems and Services are, and will remain free, of Harmful Code; and (ai) comply with all applicable anti-corruption laws; and (b) not knowingly, accept from, or provide to the Fund, its directors, officers or employees, or any public official, any unlawful payment, unlawful compensation or other unlawful remuneration, be it monetary or other thing of value, in connection with the negotiation, The execution, or delivery, and performance of this Agreement. A breach of the foregoing provision shall be considered cause for termination of this Agreement under Section 12.7 and by the Transfer Agent waives has been duly authorized by all necessary action, constitutes a legal, valid, and binding obligation of the cure period that would otherwise apply to such breach under that Section. The Transfer Agent shall maintain policies enforceable against the Transfer Agent in accordance with its terms, will not require the consent of any third party that has not been given, and procedures reasonably designed will not violate, conflict with or result in the breach of any material term, condition, or provision of (i) any existing law, ordinance, or governmental rule or regulation to promote and achieve compliance with this requirementwhich the Transfer Agent is subject, (ii) any judgment, order, writ, injunction, decree, or award of any court, arbitrator, or governmental or regulatory official, body, or authority applicable to the Transfer Agent, (iii) the Transfer Agent’s incorporation documents or by-laws, or (iv) any material agreement to which the Transfer Agent is a party. The Transfer Agent will notify the Fund Trust promptly if any of the representations and warranties above ceases cease to be true.