AMENDED AND RESTATED TRANSFER AGENCY AND SERVICES AGREEMENT BETWEEN PERPETUAL AMERICAS FUNDS TRUST AND THE NORTHERN TRUST COMPANY

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SCHEDULE A FEE SCHEDULE

SCHEDULE B OUT OF POCKET EXPENSES

SCHEDULE C TRANSFER AGENCY SERVICES

SCHEDULE C-1 AML DELEGATION

SCHEDULE D FUND LIST

“1940 Act” means the Investment Company Act of 1940, and the Rules and Regulations thereunder, all as amended from time to time.

“Authorized Instructions” means instructions, directions or other communications given to the Transfer Agent pursuant to the terms of this Agreement in respect of any of the matters referred to in this Agreement. In instances indicated in advance by the Trust, the Transfer Agent may also act pursuant to telephonic instructions given by designated persons and such telephonic instructions shall be deemed to be “Authorized Instructions” within the meaning of this definition. Any instructions, directions or other communications given to the Transfer Agent by telephone shall promptly thereafter be confirmed in writing, but the Transfer Agent will incur no liability for the Fund’s failure, or the failure of an investment manager, to send such written confirmation or for the failure of any such written confirmation to conform to the telephonic instruction received by the Transfer Agent.

“Authorized Person” means, in respect of any instruction or communication, any person who the Transfer Agent believes in good faith to be (i) any person held out by the Trust, or as being authorized by the Trust to issue instructions to the Transfer Agent; (ii) any Shareholder or an authorized representative for any Shareholder; or (iii) any Intermediary (as defined below) appointed by the Trust.

“Confidential Information” means any information, correspondence, data, documents, reports, projections, forecasts, statements, records and accounts, whether in written, pictorial, oral, computer printout and other forms, databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other related information all of a confidential nature furnished to a party by the other party, for the purposes of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Intermediaries” means the financial intermediaries, dealers, third party administrators and selling group members who have been appointed in writing by the Trust to act in such capacity.

“Shareholders” means an owner of Shares of a Fund.

“Shares” means the authorized and issued shares of beneficial interests in a Fund.

The Transfer Agent represents and warrants to the Trust that:

It is a corporation duly organized and existing and in good standing under the laws of Illinois and shall remain so as long as this Agreement is in effect;

It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification;

It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform its obligations under this Agreement;

It is a transfer agent duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act and shall remain so during the term of this Agreement;

All requisite corporate actions have been taken to authorize it to enter into and perform this Agreement;

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;

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;

This Agreement has been duly authorized, executed and delivered by it and is a valid and binding agreement of it enforceable in accordance with its terms;

The performance by it of its obligations under this Agreement will not conflict with or result in a breach of any of the terms or provisions of any agreement to which it is a party or to which it is bound and does not violate any 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 under this Agreement’

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;

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 necessary for the Transfer Agent to enter into and carry out its obligations under this Agreement;

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 policies 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’s AML Program includes (i) policies, procedures and controls designed to ensure ongoing compliance; (ii) an AML compliance officer who is responsible for the operation of the AML program; and (iii) ongoing employee training; and

It agrees to notify the Trust promptly if any of the representations and warranties set forth herein ceases to be true and correct.

The Trust represents and warrants to the Transfer Agent that:

It is a business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts;

It is empowered under applicable law and by its organizational documents to enter into and perform this Agreement;

All corporate actions required by said organizational documents have been taken to authorize it to enter into and perform this Agreement;

It is an open-end and diversified management investment company registered under the 1940 Act;

A registration statement under the Securities Act of 1933, as amended is currently, and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Funds being offered for sale;

This Agreement has been duly authorized, executed and delivered by it and is a valid and binding agreement of it enforceable in accordance with its terms.

The performance by it of its obligations under this Agreement will not conflict with or result in a breach of any of the terms or provisions of any agreement to which it is a party or to which it is bound and does not violate any applicable law, rule or regulation which conflict or violation might reasonably be expected adversely to affect the ability of the Trust to carry out its obligations under this Agreement;

There is not pending or, to the best knowledge of the Trust, 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 Trust or any of its assets, which might reasonably be expected to affect the ability of the Trust to carry out its obligations under this Agreement, and the Trust has not received any notice of an investigation regarding non-compliance by the Trust with any applicable laws or regulations related to the services being provided as described herein; and

It agrees to notify the Transfer Agent promptly if any of the representations and warranties set forth herein ceases to be true and correct.

A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement;

A copy of the organizational documents of the Trust and all material amendments thereto; and

A copy of the written AML Program of the Trust.

The Transfer Agent will provide transfer agency services subject to the control, direction and supervision of the Trust or its designee and in compliance with the procedures which may be established from time to time between the Trust and the Transfer Agent; and all reasonable resolutions and policies implemented by the Trust. A general description of the services is contained in Schedule C (Transfer Agency Services) and Schedule C-1 (AML Delegation) to this Agreement.

The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that the Transfer Agent shall comply with all laws, rules and regulations applicable to its transfer agency business with respect to the maintenance of such records. To the extent required by Section 31 of the 1940 Act, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.

The Transfer Agent agrees to provide periodic reports and reasonable documentation to the Trust’s Chief Compliance Officer in connection with Rule 38a-1 under the 1940 Act, with respect to services provided by the Transfer Agent and the Transfer Agent’s compliance with its operating policies and procedures.

As compensation for the services rendered to the Trust pursuant to this Agreement, the Trust shall cause to be paid to the Transfer Agent quarterly fees determined as identified in Schedule A (Fee Schedule) with respect to the services provided hereunder. Such fees are to be billed quarterly and shall be due and payable upon receipt of the invoice. Upon any termination of the provision of services under this Agreement before the end of any quarter, the fee for the part of the quarter before such termination shall be prorated according to the proportion which such part bears to the full quarter period and shall be payable upon the date of such termination.

In addition, the Trust agrees to pay, and will be billed separately for, reasonable out-of-pocket expenses incurred by the Transfer Agent in the performance of its duties hereunder. Out-of-pocket expenses shall include, but shall not be limited to, the items specified in Schedule B (Out of Pocket Expenses) as may be modified by written agreement between the parties. Unspecified out-of-pocket expenses shall be limited to those out-of-pocket expenses reasonably incurred by the Transfer Agent in the performance of its obligations hereunder.

All fees, out-of-pocket expenses and additional charges of the Transfer Agent shall be billed on a quarterly basis and shall be due and payable upon receipt of the invoice.

In the event that the Trust is more than sixty (60) days’ delinquent in its payments of quarterly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Trust), this Agreement may be terminated upon thirty (30) days’ written notice to the Trust by the Transfer Agent. The Trust must notify the Transfer Agent in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being investigated.

Where the Transfer Agent is required under this Agreement to act on instructions from the Trust, a Fund or a Shareholder, or any party authorized by the Trust, a Fund or a Shareholder, the Transfer Agent shall do so upon receipt of Authorized Instructions which may be standing Authorized Instructions. Any Authorized Instructions given to the Transfer Agent shall bind the Trust or a Fund, as applicable.

In acting on any Authorized Instructions, the Transfer Agent is entitled to assume that (i) the Authorized Person providing such Authorized Instructions has complied with any relevant obligations set out in any governing documents of the Fund, and (ii) such Authorized Instruction is in accordance with applicable law. The Transfer Agent is under no obligation to review the propriety or legality of any Authorized Instructions received by it.

The Trust acknowledges that the Authorized Persons are authorized to give Authorized Instructions to the Transfer Agent for the purposes of this Agreement and the Transfer Agent is entitled to rely on the authenticity of the signatures and Authorized Instructions given or purported to be given by the Authorized Persons and the Transfer Agent is not liable for any claim, damage, expense, loss or liability arising from such reasonable reliance. Such persons will continue to be Authorized Persons until such time as the Transfer Agent receives Authorized Instructions that any such person is no longer an Authorized Person.

Unless otherwise provided in this Agreement, an Authorized Instruction continues in full force and effect until specifically cancelled or superseded by a subsequent Authorized Instruction.

Notwithstanding any other provision of this Agreement, instructions, directions and other communications provided under this Agreement may be given to the Transfer Agent by letter, telex or other electronic or electro-mechanical means deemed acceptable by the Transfer Agent, including the use of the Northern Trust Passport^® applications, subject to such additional terms and conditions the Transfer Agent may require.

Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Trust account(s) upon the receipt of a payment order in compliance with the designated security procedure (the “Security Procedure”) chosen for Funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Trust’s instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

Account Numbers. The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

Rejection. The Transfer Agent reserves the right to decline to process or delay the processing of a payment (i) which is in excess of the collected balance in the account to be charged at the time of the Transfer Agent’s receipt of such payment order; (ii) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent’s sole judgment, to be exercised in good faith and in a commercially reasonable manner, to exceed any volume, aggregate dollar, network time, credit or similar limits which are applicable to the Transfer Agent; or (iii) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied, provided that it has used reasonable efforts as set forth above.

Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

Interest. The Transfer Agent shall (i) assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days’ of notification by the Transfer Agent of the acceptance of such payment order and (ii) not be liable for the payment of any interest on any early cash payments, notwithstanding The Northern Trust Company’s receipt of “float” on such cash.

ACH Credit Entries/Provisional Payments. When the Trust initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Trust agrees that the Transfer Agent shall receive a refund of the amount credited to the Trust in connection with such entry, and the party making payment to the Trust via such entry shall not be deemed to have paid the amount of the entry.

Confirmation. Confirmation of the Transfer Agent’s execution of payment orders shall be provided in accordance with Article 4A of the Uniform Commercial Code.

The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Client Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or a third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or such third party. In no event shall Proprietary Information be deemed Client Data. The Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Trust agrees for itself and its employees and agents to:

Use such programs and databases (A) solely on the Trust’s or the Trust’s service providers’ computers, or (B) solely from equipment at the location agreed to between the Trust and the Transfer Agent; and (C) solely in accordance with the Transfer Agent’s applicable user documentation;

Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Trust’s computer(s)), the Proprietary Information;

Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained and to the extent known by the Trust, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Trust’s computer to be retransmitted to any other computer or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld); and

Access only those authorized transactions as agreed to between the Trust and the Transfer Agent.

Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

If the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use all commercially reasonable efforts to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof; provided that the Transfer Agent uses reasonable care and skill in the selection of such organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

If the transactions available to the Trust include the ability to originate any electronic instructions including in order to (but without limitation): (i) effect the transfer or movement of cash or Shares; (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely in good faith on the validity and authenticity of such instruction without undertaking any further inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such action.

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 9.

In addition, the Transfer Agent shall provide the Trust, and allow the Trust to provide to the relevant Shareholders, access to certain Data Access Services that permit Shareholders to interact with the Transfer Agent and certain systems via a secured online portal using multifactor authentication (collectively, “OLA”). The OLA includes the ability to access and review account information and initiate transaction requests if permitted by the Trust. The following functions may also be included as part of the Data Access Services offering: (i) add and validate investor bank instructions, (ii) perform account maintenance and update information on record, and (iii) facilitate electronic delivery of and secure portal access to investor statements and Fund documents. The Trust agrees that Shareholder access may be subject to the Shareholder acknowledging and accepting terms of use required by the Transfer Agent or the applicable third party providing such Data Access Services.

The obligations of this Section shall survive any termination of this Agreement.

In the performance of its duties hereunder, the Transfer Agent shall be obligated, as applicable, to exercise the due care and diligence of a prudent, professional transfer agent in providing the services called for in this Agreement and in all events shall act in good faith in performing the services provided for under this Agreement. To the extent the Transfer Agent uses subcontractors pursuant to this Agreement, it will cause each such subcontractor to perform according to the same standard of care.

Notwithstanding the Transfer Agent’s obligations as set forth in Section 10(e) of this Agreement, the Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, except for a loss or expense directly caused by or resulting from the Transfer Agent’s Disabling Conduct (defined below). The Transfer Agent shall not be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees, except as provided for in Section 10(e) hereunder) under any provision of this Agreement or (ii) any actions that occurred or failed to occur, or any records created or retained, prior to the Existing Agreement Effective Date.

The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by this Section 10 of this Agreement.

Subject to Sections 10(a) and notwithstanding the Transfer Agent’s obligations as set forth in Section 10(e) of this Agreement , the Transfer Agent shall not be responsible for, and the Trust and the Funds shall indemnify and hold the Transfer Agent, its directors, officers and employees (the “Indemnitees”) harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities that may be imposed on, incurred by or asserted against any of the Indemnitees in connection with or arising out of:

The Transfer Agent’s performance of the services in accordance with the terms of this Agreement;

Any and all actions of the Transfer Agent, its directors, officers, employees or agents required to be taken pursuant to this Agreement, provided that such actions are taken without willful misconduct, bad faith or negligence and do not involve reckless disregard by the Transfer Agent of any of its obligations and duties set forth in this Agreement (collectively, “Disabling Conduct”);

The Trust’s Disabling Conduct in the performance of its duties and obligations under this Agreement or the breach of any material representation or warranty of the Trust hereunder;

The reliance on or use by the Transfer Agent of any information, records, documents, data, or services delivered by machine readable input, facsimile, CRT data entry, electronic instructions, or other similar means authorized by the Trust, which are received by the Transfer Agent or its officers, employees or agents and furnished to them by or on behalf of the Trust or any Fund, or from broker-dealers of record or third-party administrators on behalf of individual Shareholders, or from individual Shareholders directly via OLA as described in Section 9, and which have been prepared or maintained by the Trust, any Fund or individual Shareholders, or any third party on behalf of the Trust, any Fund or individual Shareholders, including, but not limited to, any broker-dealer, Intermediaries or previous transfer agent;

The acceptance of transaction requests as part of an Authorized Instruction on behalf of individual Shareholders received from the Shareholders (or their authorized representatives) in accordance with agreed requirements, broker-dealers, Intermediaries or the Trust, and with respect to requests by broker-dealers, Intermediaries or the Trust, the reliance by the Transfer Agent on the broker-dealer, Intermediaries or the Trust to ensure that the original source documentation is in good order and properly retained;

The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares (unless such violation results from the Transfer Agent’s failure to comply with written instructions of the Trust or of any officer of the Trust that no offers or sales be input into the Trust’s security holder records or to residents of such state);

The negotiation and processing of any checks (including placing stop orders on original checks in accordance with agreed procedures based on a Shareholder’s representation that a check was not received or was lost), wires and ACH payments including without limitation for deposit into the Trust’s demand deposit account maintained by the Transfer Agent, provided that the Transfer Agent has not engaged in Disabling Conduct in connection therewith;

Upon the Trust’s request, entering into any agreements required by the NSCC for the transmission of Trust or Shareholder data through the NSCC clearing systems; or

The Trust’s use, and any Shareholder’s use, of the Data Access Services furnished by the Transfer Agent or any other third party including without limitation the Trust’s or a Shareholder’s origination of electronic transactions as described in Section 9(g) herein, provided that the Transfer Agent has not engaged in Disabling Conduct.

The Trust shall not be responsible for, and the Transfer Agent shall indemnify and hold the Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities that may be imposed on, incurred by or asserted against the Trust directly caused by or resulting from any action or failure or omission to act by the Transfer Agent or the Indemnitees, as a result of Transfer Agent’s Disabling Conduct, except to the extent that a loss or expense is directly caused by or resulting from the Trust’s Disabling Conduct.

In performing its services hereunder, the Transfer Agent shall be entitled to rely and shall have no liability for acting upon any Authorized Instructions, notices or other communications, including electronic transmissions, from any Authorized Person who Transfer Agent believes in good faith to be genuine, valid and authorized, and shall be indemnified by the Trust for any loss or expense caused by such reasonable reliance.

Notwithstanding anything herein to the contrary, to the extent consistent with applicable law, requirements and guidance as promulgated by the Securities Exchange Commission, the Transfer Agent shall not be liable to the Trust or any Shareholder for any net loss to the Trust, after amounts debited or credited to shareholders in accordance with the Trust’s policies, if a pricing error resulting from an “as-of” adjustment for which the Transfer Agent would otherwise be liable under this Agreement is less than $0.01 per share, calculated on the basis of the total value of all shares owned by the affected Fund (i.e., on the basis of the value of the shares of the total Fund, including all classes of that Fund, not just those of the affected class). This computation is based upon the actual difference and is not based upon the rounding of the NAV to the nearest cent per share. In the event that such a pricing error is caused, at least in part, by the Transfer Agent’s failure to comply with its standard of care under this Agreement and results in a net loss to the Trust that equals or exceeds $0.01 per share, calculated on the basis of the total value of all shares owned by the affected Fund, the parties agree to negotiate in good faith as to the allocation of responsibility for, and the appropriate settlement of, such loss.

The indemnifications contained hereunder shall survive the termination of this Agreement.

Upon notice to the Trust’s Officers, the Transfer Agent may, at the expense of the Trust, in connection with matters arising under this Agreement as a result of an instruction, request or information provided by the Trust, obtain the advice and opinion for the professional advisors to the Trust or its own professional advisors and the Transfer Agent shall be entitled to rely on the advice or opinion of such professional advisors and, subject to Section 10(b) above, the Transfer Agent shall not be liable for any loss suffered by any Fund as a result of any act taken by the Transfer Agent in reasonable reliance upon such advice.

In order that the indemnification provisions contained in this Section 10 shall apply, upon the assertion of a claim for which the Trust or the Transfer Agent may be required to indemnify the Transfer Agent or the Trust (as applicable), the party requesting indemnification shall promptly notify the indemnifying party of such assertion (provided that failure immediately to so notify shall not relieve the indemnifying party of its obligations hereunder), and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the party requesting indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the indemnifying party. The party requesting indemnification shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify such party except with the indemnifying party’s prior written consent.

In connection with the performance of its obligations under this Agreement, each party may obtain certain Confidential Information of the other party and each party agrees that it shall use reasonable precautions in accordance with its established policies and procedures to keep such Confidential Information confidential; provided, however, that (i) a party may disclose Confidential Information with the other party’s prior written consent (such consent not to be unreasonably withheld) and (ii) any of such Confidential Information may be disclosed to the other party’s affiliates or to such other party’s or its affiliates’ directors, officers, employees, advisors or agents who need to know such information in order for such other party to be able to perform its duties under this Agreement (“Representatives”) (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information in accordance with the terms of this Agreement). The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its subcontractor or the Trust agent for purposes of providing services under this Agreement. In the event of breach of this Section 10 by a receiving party, the remedies provided by Section 9(c) shall be available to the disclosing party.

Other than as permitted herein, each party shall be permitted to disclose the Confidential Information to the extent, and only to such extent, required by law or regulation or requested by any governmental agency or other regulatory authority or in connection with any legal proceedings after (i) promptly notifying the other party of such requirement in order to provide such other party with the opportunity to pursue legal or other action to prevent the release of such Confidential Information and (ii) receiving permission for the disclosure from such other party. Notwithstanding the foregoing, notification to the other party shall not be required in the event that such disclosure is requested by a regulatory authority with supervisory authority over the disclosing party or is prohibited by applicable law or legal process.

For purposes of this Agreement, Confidential Information does not include: (i) information that is or becomes publicly available other than as a result of disclosure by either party or its Representatives in violation of this Agreement, (ii) was within a party’s possession prior to its being furnished pursuant hereto or becomes available on a non-confidential basis from a source other than either party or its Representatives, or (iii) was independently developed by the receiving party.

In the event that any requests or demands are made for the inspection of the Shareholder records of the Trust other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

Each party hereto acknowledges and agrees that, subject to the reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public personal information of Shareholders obtained under this Agreement, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation.

The Transfer Agent agrees that it shall notify the Trust as soon as possible once it has determined that any security breach involving unauthorized use or unauthorized disclosure of or access to Personal Information related to the Trust that could adversely affect the Trust has occurred. Without limiting the remedies available to the Trust, should the Transfer Agent fail to report, or take reasonable measures to resolve such a security breach, such failure shall be deemed to be a material breach of this Agreement. The Transfer Agent agrees that this paragraph shall cover any of its affiliates, subcontractors or agents that obtains access to Personal Information related to the Trust under this Agreement, and that The Transfer Agent will be liable to the Trust for the compliance of such persons with this provision. This paragraph will survive termination or expiration of the Agreement for so long as the Transfer Agent continues to possess or have access to Personal Information related to the Trust. “Personal Information” shall include non-public personal information provided to, and maintained by, the Transfer Agent, including personally identifiable financial information as defined by Title V of the ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Act, 15 U.S.C. §§6801, et seq., and its implementing regulations. Personal Information shall not include any personal information not required by applicable laws, rules or regulations to be kept confidential.

This Agreement shall become effective on the date first set forth above (the “Effective Date”) and shall continue in effect thereafter until terminated in accordance with the rest of this Section 12.

This Agreement may be terminated at any time by either party by providing the other party with at least ninety (90) days written notice of termination, specifying the date of such termination.

Either of the parties hereto may terminate this Agreement immediately upon notice to the other party (the “defaulting party”) for “cause”. For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement by the defaulting party that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; or (b) a receiver, receiver and manager, examiner or liquidator is appointed by the defaulting party, or the defaulting party makes any composition or arrangement with its creditors.

Effect of Termination. Upon the date set forth in such notice under Section 12(b) or Section 12(c), this Agreement shall terminate to the extent specified in such notice, and the Trust shall pay the Transfer Agent such compensation and any out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later. In the event that the Trust serves notice of its intention to terminate the custody agreement in place between it and the Transfer Agent or any affiliate of the Transfer Agent with respect to any Fund, the Transfer Agent may terminate this Agreement with respect to such Fund by notice in writing to the Trust, such termination to take effect on the same date as the termination of the aforementioned custody agreement.

Deconversion. In the event that this Agreement is terminated or not renewed for any reason, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent, at the Trust’s request, shall offer, and (to the extent permitted to do so) provide reasonable assistance to the Trust and its service providers in converting the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Trust (the “Deconversion”), subject to the reasonable recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s system.

Deconversion Costs and Post-Deconversion Support Fees. In the event of termination or non-renewal of this Agreement, the Trust shall pay the Transfer Agent the Deconversion costs as noted in Sectioion12(e) and all reasonable fees and expenses for providing any support services that the Trust requests the Transfer Agent to provide post Deconversion, including, but not limited to tax reporting and open issue resolution.

This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party, except that the Transfer Agent may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Transfer Agent; provided that successor is also a duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act.

The Transfer Agent may, without further consent on the part of the Trust, subcontract for the performance hereof with an affiliate of the Transfer Agent or an unaffiliated third party; provided, however, that if the subcontractor is providing transfer agency services that require being registered as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act, such subcontractor is duly registered as such; provided, further that the Transfer Agent shall be fully responsible to the Trust for the acts and omissions of its affiliates as it is for its own acts and omissions. With regard to any other services that are provided by a vendor not affiliated with the Transfer Agent, the Transfer Agent will use all reasonable commercial efforts to coordinate with such outside vendor and to timely and accurately provide all information requested by such vendor; provided, however, that the Transfer Agent shall not be held liable to the Trust or any affiliated party of the Trust for any act or failure to act by such outside vendor except where the Transfer Agent’s negligent acts or omissions were the proximate cause of such vendor’s non-performance.

For purposes of this Agreement, unaffiliated third parties include, by way of example and not limitation, Federal Express, United Parcel Services, Airborne Services, US Mails, DTCC and telecommunication companies, and shall not be deemed to be subcontractors of the Transfer Agent.

Amendments. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to the term of any term of this Agreement. Any waiver must be in writing signed by the waiving party.

Headings. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

Governing Law. This Agreement shall be construed and interpreted under and in accordance with the laws of the State of Illinois.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail, shall be treated in all manner and respects as an original executed counterpart.

Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof, including the Existing Agreement.

Personal Liability. The Trust’s Second Amended and Restated Agreement and Declaration of Trust, as may be amended from time to time (the “Declaration”) is on file with the Secretary of State of the Commonwealth of Massachusetts. The Trust and the Transfer Agent acknowledge and agree that the obligations of the Trust and Funds under this Agreement shall not be binding upon or any member of the Board of Trustees or any shareholder, nominee, officer, employee or agent, whether past, present or future, of the Trust individually, but are binding only upon the assets and property of the Trust or of the appropriate Fund(s) thereof, as set forth in the Declaration. The execution and delivery of this Agreement have been duly authorized by the Trust and signed by an authorized officer of the Trust, acting as such, but neither such authorization by the Trust nor such execution and delivery by such officer shall be deemed to have been made by any member of the Board of Trustees or by any officer or shareholder of the Trust individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust or of the appropriate Fund(s) thereof.

Freight, delivery and bonding charges incurred in delivering materials to or on behalf of Trust

Electronic storage of records

Production and delivery of shareholder reporting and communications, including but not limited to statements, confirmations, tax forms, correspondence, special mailings. Costs may include print production, paper/ink, postage, e-delivery charges, and/or software licensing costs.

Telephone, telecopy or other electronic transmission expenses

Express Mail and Delivery Services

P.O. Box Rental

Federal Wire Charges

Forms Design and Production

NSCC costs and Mutual Fund Profile Costs, including costs incurred from TA system to provide data to NSCC

Offsite Storage

Lost Shareholder Search, Abandoned Property and Escheatment Expenses

Bank account charges including check payment and processing fees

Regulatory Compliance Software and Service charges

Other out of pocket expenses as agreed between the Trust and the Transfer Agent

Process shareholder purchase and redemption orders in accordance with terms set form in the Offering Documents;

Process transfers of shares upon receipt of appropriate instructions;

Process exchanges between funds upon receipt of appropriate instructions;

Process dividend and capital gain distributions declared by the Trust on behalf of the applicable Fund, including the reinvestment of shares and transmission of payments;

Where applicable, process redemption fees;

Balance daily transaction activity;

Process pre-authorized draft purchases;

Process systematic withdrawals;

Manage daily ACH transmission activity;

Manage daily wire transfer activity; and

Issue original checks and, as required, place stop orders and issue replacement checks based on a Shareholder’s representation that a check was not received or was lost.

Maintain account records for Shareholders of the Trust;

Record account information changes upon receipt of appropriate instructions;

Answer telephone inquiries on such dates and times as the parties shall mutually agree, on a toll-free line;

Issue shareholder statements on a scheduled cycle, and provide duplicate copies if required;

Issue confirmations for purchases, redemptions, and other confirmable transactions;

Respond to shareholder written correspondence; and

Provide mailing information for direct shareholders to support the Trust’s distribution of financial reports, prospectuses, proxy statements, or other marketing materials, upon request.

Support NSCC and DCC&S transaction processing in accordance with NSCC operating guidelines, for intermediary firms with which the Trust has authorized the Transfer Agent to transact on its behalf;

Review and resolve NSCC transaction rejects in conjunction with intermediary back offices;

Delivery daily Net Asset Values (“NAVs”) via NSCC operating protocols to those parties designated to receive NAVs in this manner;

Facilitate monthly NSCC billing;

Answer telephone inquiries on such dates and times as the parties shall mutually agree, on a toll-free line dedicated for intermediary back offices;

Calculate fees due under 12b-1 plans, if applicable; and

Provide for payment of 12b-1 fees to dealers via NSCC, if applicable.

Provide tax reporting for direct investors, including Forms 1099-B, 1099-R, 1099-DIV, 5498, 5498-CESA, 1042-S and perform corresponding IRS filings on behalf of the Trust (945, 1042);

Apply federal withholding and file appropriate payments;

Provide support for state tax reporting for direct investors, as agreed between the Trust and the Transfer Agent;

Provide Individual Retirement Account (“IRA”) Custodial services for the following types of Plans: Individual/Traditional IRA, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, SEP IRA;*

Record IRA beneficiary names identified by IRA account holder;

Process IRA contributions and distributions;

Calculate required minimum distributions and required withholding, to the extent possible based on information available to the Transfer Agent in the IRA account records; and

Provide annual notice of Required Minimum Distributions to Shareholders in accordance with IRS guidelines.

Note that Annual Fees for Custodial services are charged to IRA Account Owners.

Maintain such bank accounts as the Transfer Agent shall deem necessary to the performance of its duties;

Perform lost shareholder searches and report abandoned property to state authorities as authorized by the Trust, in accordance with policies and procedures agreed upon by the Transfer Agent and the Trust;

Record the issuance of Shares of the Trust;

Maintain daily records of subscriptions/redemptions activity and report to the Fund Accountant and to the Trust no later than 10:00 AM Eastern Time on the next business day;

Track and invoice gain/loss in accordance with policies and procedures agreed upon by the Transfer Agent and the Trust;

Maintain a quality control process designed to provide a consistent level of quality and timeliness for its call center, correspondence services, and transaction processing;

Provide copies of SOC-1 (or its equivalent) upon request;

Provide support for Rule 22c-2 transaction monitoring services, in accordance with policies and procedures agreed upon by the Transfer Agent and the Trust;

Provide the Trust, and allow the Trust to provide to the relevant Shareholders, access to certain Data Access Services that permit Shareholders to interact with the Transfer Agent and certain systems via a secured online portal using multifactor authentication; and

Provide reporting to the Client via Northern Trust Passport^™.

Delegation.

Subject to the terms and conditions set forth in the Agreement and this Schedule C-1, the Trust hereby delegates to the Transfer Agent those aspects of the Trust’s Anti-Money Laundering (“AML”) program under U.S. law for accounts of the Trust (the “Accounts”) that are set forth in Section 4 of this Schedule below (the “Delegated Duties”). The Delegated Duties set forth in Section 4 of this Schedule may be amended, from time to time, by mutual agreement of the Transfer Agent and the Trust.

The Transfer Agent agrees to perform such Delegated Duties, with respect to the Accounts for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement. The Transfer Agent shall in no circumstances have any obligation to continue to perform such Delegated Duties with respect to any shareholder who the Transfer Agent has not received all information which it requires after due inquiry to the Trust.

Consent to Examination.

Limitation on Delegation.

Delegated Duties.

Consistent with the services provided by the Transfer Agent and with respect to the ownership of beneficial interests in the Trust for which the Transfer Agent maintains the applicable investor information, the Transfer Agent shall:

Perform the following customer identification and identity verification functions:

before establishing a relationship with a shareholder, collect all information regarding the shareholder as is necessary to permit the Trust to comply with U.S. laws, rules and regulations regarding customer identification programs applicable to registered mutual funds, unless the shareholder is of a type where such identification is not required by such applicable law, rule or regulation;

refuse to open a new account for a business, entity or shareholder that refuses to provide appropriate identification documentation and place holds on transactions in investor accounts or freeze assets in investor accounts in the event that information received from any prior service provider is deemed to be incomplete;

verify shareholder identity through documentary evidence, non-documentary evidence, or both within a reasonable time after each shareholder’s Account has been opened; and

if a government agency issues a list of known or suspected terrorists, insofar as required by law, rule or regulation applicable to registered mutual funds, check the list to determine whether a shareholder of the Trust appears thereon and comply with directives issued in connection with such lists that are applicable to registered mutual funds.

Determine whether any persons or entities engaging in a new account or registration maintenance transaction is listed on the Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons list (“OFAC-Listed Entities”) and such other lists or databases as may be required from time to time by law, rule or regulation applicable to registered mutual funds and take such other action as required by such applicable law, rule and regulation in the event of a match with OFAC-Listed Entities or such lists or databases.

Review and monitor transactions for suspicious activity, using criteria as agreed and defined in service level agreements.

Advise the Trust’s AML Officer of any suspicious activity and provide any information required to facilitate the Trust’s filing of a suspicious activity report (“SAR”). Advise the Trust’s AML Officer of any cash equivalent transactions that would require the filing of IRS Form 8300 to facilitate the Trust’s filing of such form.

Compare account information to any FinCEN request received by the Trust and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Trust with documents/information necessary for the Trust to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames.

In the event that the Transfer Agent detects unusual or prohibited activity as a result of the foregoing procedures, the Transfer Agent shall immediately (unless prohibited by applicable law) notify the Trust and provide any information requested by the Trust so that the Trust can determine whether or not the Trust is required to file to a SAR, a Currency Transaction Report or other similar report or notice. In addition, the Trust acknowledges and agrees that (a) the Transfer Agent may deem it necessary or advisable pursuant to applicable law or The Northern Trust Company’s internal policies to file a SAR, a Currency Transaction Report or other similar report or notice, without notice to or the consent of the Trust and (b) the Transfer Agent shall not confirm any such filing or decision not to make such filing to the Trust or any other party unless required by applicable law.