FUND SERVICES AGREEMENT BETWEEN FRANKLIN TEMPLETON SERVICES, LLC AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com

Annex I List of Funds

Annex II Electronic Access

Appendix A NAV Error Correction Policy

INTENTION OF THE PARTIES; DEFINITIONS

Intention of the Parties.

Each investment company acting on behalf of its respective series or portfolios identified on Annex I (each such series or portfolio, as the case may be, hereinafter referred to as a “Fund”), as may be amended from time to time, and in the case of those investment companies for which no separate series or portfolios are identified on such Annex I, acting for and on behalf of itself (each also a “Fund”) has entered into an investment management agreement with a ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇- affiliated investment adviser (an “Adviser/Administrator”) for the provision of investment advisory, fund administration and fund accounting services to the Funds.

Each Adviser has entered into a subcontract for fund administration services (or substantially similar agreement) with FT Services for the provision of fund administration and fund accounting services to the Funds.

FT Services desires to retain ▇.▇. ▇▇▇▇▇▇ to provide the fund administration and fund accounting Services described hereinafter and hereby appoints ▇.▇. ▇▇▇▇▇▇ as a sub-administrator to provide Services to FT Services and the Funds, as described hereinafter, for the period and on the terms set forth in this Agreement.

▇.▇. ▇▇▇▇▇▇ has agreed to provide such services to the Customer in accordance with this Agreement. ▇.▇. ▇▇▇▇▇▇ will be responsible for the performance of only those duties expressly set forth in this Agreement. The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement.

Definitions; Interpretation.

Definitions

Interpretation

Headings are for convenience of reference only and shall not in any way form part of or affect the construction or interpretation of any provision of this Agreement.

Unless otherwise expressly stated to the contrary herein, references to Articles and Sections are to Articles and Sections of this Agreement and references to paragraphs are to paragraphs of the Sections in which they appear.

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa) use of the term “including” shall be deemed to mean “including but not limited to” and references to appendices and numbered sections shall be to such addenda and provisions herein.

Unless the context requires otherwise, any reference to a statute or a statutory provision shall include such statute or provision as from time to time modified to the extent such modification

The Annexes to the Agreement are incorporated herein by reference and form part of the Agreement and shall have the same force and effect as if expressly set out in the body of the Agreement. If and to the extent that there is an inconsistency between the terms of the body of the Agreement and its Annexes, the terms of the body of the Agreement shall prevail unless expressly stated otherwise.

WHAT ▇.▇. ▇▇▇▇▇▇ IS REQUIRED TO DO

The Services.

The Customer hereby appoints, and beginning on the effective date indicated in the preamble of this Agreement, ▇.▇. ▇▇▇▇▇▇ agrees to act as sub-administrator of and to provide the Services to the Customer in accordance with and subject to the terms of this Agreement. ▇.▇. ▇▇▇▇▇▇ shall retain the right to employ Subcontractors to provide or assist it in the provision of any part of the Services stated herein or the discharge of any other obligations or duties under this Agreement provided that ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a list of its current Subcontractors and shall provide advance notice to notify the Customer to the extent any new Subcontractors are added to such list. If any Subcontractor added to the list is an asset manager considered by the Customer to be a competitor of the Customer, the Adviser/Administrator or the Funds (a “Competitor/Subcontractor”), ▇.▇. ▇▇▇▇▇▇ and Customer will consult with each other regarding whether an information barrier between the Customer’s and/or a Fund’s Confidential Information and such Competitor/Subcontractor can be established or whether a more suitable Subcontractor could be used to provide the services that are proposed to be allocated to the Competitor/Subcontractor. If ▇.▇. ▇▇▇▇▇▇ determines (i) that there is no alternative to ▇.▇. ▇▇▇▇▇▇’▇ use of the Competitor/Subcontractor and (ii) that it is not commercially reasonable to establish an information barrier between the Customer’s and/or a Fund’s Confidential Information and such Competitor/Subcontractor, the Customer shall have the right to amend or terminate the relevant portion of this Agreement and any related fee schedule that applies to the services to be provided by the Competitor/Subcontractor, subject to agreement between Customer and ▇.▇. ▇▇▇▇▇▇ regarding such amendment or partial termination. Subject to Section 2.1.(e)(viii), ▇.▇. ▇▇▇▇▇▇ shall be responsible for the acts and omissions of any such Subcontractor so employed as if ▇.▇. ▇▇▇▇▇▇ had committed such acts and omissions itself. ▇.▇. ▇▇▇▇▇▇ shall be responsible for the compensation of its Subcontractors, unless otherwise expressly agreed in writing by the parties. ▇.▇. ▇▇▇▇▇▇ will maintain throughout this Agreement a due diligence and third party oversight program that meets regulatory requirements applicable to ▇.▇. ▇▇▇▇▇▇ and use reasonable care in the selection and retention of any Subcontractor.

In providing the Services, ▇.▇. ▇▇▇▇▇▇ is performing an administrative function for the Customer and is acting solely as agent for the Customer and not as a fiduciary for the Customer, a Fund, the Investment Adviser, any Shareholder or any other third party with respect to the Services, even if ▇.▇. ▇▇▇▇▇▇ or a ▇.▇. ▇▇▇▇▇▇ Affiliate separately acts in a fiduciary capacity with respect to the Customer. The Customer is responsible for determining that the Services are appropriate for the Customer’s or Fund’s use.

The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ is not making any recommendation or providing any legal, tax or investment advice in providing the Services. The Customer agrees that the provision

The Customer acknowledges and agrees (i) that ▇.▇. ▇▇▇▇▇▇ will make use of various calculation methodologies and assumptions in performing the Services and preparing the Reports, (ii) that it has had an opportunity to make inquiries regarding such methodologies and assumptions, (iii) to ▇.▇. ▇▇▇▇▇▇’▇ use of such methodologies and assumptions in preparing the Reports and performing the Services, whether or not the Customer availed itself of the opportunity to make inquiries, and (iv) that ▇.▇. ▇▇▇▇▇▇ may rely on such methodologies and assumptions for the valuation of holdings, and that any such valuation an is indicative value and does not indicate the actual terms on which the holding could be liquidated.

The Customer agrees that ▇.▇. ▇▇▇▇▇▇’▇ ability to provide the Services and comply with the terms of this Agreement is dependent upon the performance of actions or obligations by the Customer, a Fund, the Investment Adviser, or by any person (other than ▇.▇. ▇▇▇▇▇▇) (the “Dependencies”). In any period during which the Dependencies are not met, the parties will cooperate to ensure that such period is kept as short as reasonably possible and ▇.▇. ▇▇▇▇▇▇ will use commercially reasonable efforts to provide the Services, provided that ▇.▇. ▇▇▇▇▇▇ shall not be obliged to incur additional costs to do so. The Dependencies are as follows:

the Customer, a Fund or the Investment Adviser performing any responsibility set forth in any service-level document or any other documents agreed between the parties from time to time;

the Customer, a Fund, the Investment Adviser and other service providers of the Customer or the Investment Adviser whose cooperation is reasonably required in order for ▇.▇. ▇▇▇▇▇▇ to provide the Services, providing such cooperation, information, documentation, data, notice and Instructions to ▇.▇. ▇▇▇▇▇▇ promptly, accurately, adequately and completely and in accordance with any agreed formats or timelines to allow ▇.▇. ▇▇▇▇▇▇ to provide the Services;

any information provided to ▇.▇. ▇▇▇▇▇▇ by or on behalf of the Customer, a Fund or the Investment Adviser, or which was prepared or maintained by the Customer, a Fund or Investment Adviser, or any third party (other than a sub-contractor of ▇.▇. ▇▇▇▇▇▇) on their behalf, being authorized, accurate and complete;

the continuation in force of all agreements between the Customer, a Fund or the Investment Adviser, as applicable, and any third party provider, upon which ▇.▇. ▇▇▇▇▇▇ relies in providing the Services and which are not being provided by a ▇.▇. ▇▇▇▇▇▇ Affiliate;

any warranty, representation, covenant or undertaking made by the Customer under this Agreement being and remaining true and correct at all times;

communications systems in respect of activities which interface with the Services being and remaining fully operational (whether such systems are operated by the Customer, a Fund, the Investment Adviser or a third party (as instructed by the Customer or the Investment Adviser));

markets on which a Fund’s securities or derivatives are traded are operating normally, and no cessation or suspension of trading of any securities or derivatives held by a Fund on any market;

any information provided to ▇.▇. ▇▇▇▇▇▇ by any Information Provider being accurate and complete; and

any data that is transitioned to ▇.▇. ▇▇▇▇▇▇ prior to the time it begins to provide the Services being accurate and complete.

No Duty to Monitor Compliance.

No Responsibility for Tax Returns.

Access to ▇.▇. ▇▇▇▇▇▇’▇ Records.

▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow the Customer and the Investment Adviser (and/or the Customer’s or a Fund’s auditors and independent public accountants and appropriate regulatory authority if required for their examination of books and records pertaining to the Customer’s or a Fund’s affairs) reasonable access during regular business hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Customer and the Funds.

The Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ for the reasonable cost of copying, collating and researching archived information (as may be mutually agreed upon at the time).

During the performance of this Agreement and for any period as required by Applicable Law after the completion of this Agreement, ▇.▇. ▇▇▇▇▇▇ will maintain complete, accurate and auditable records pertaining to this Agreement, including all books and records which ▇.▇. ▇▇▇▇▇▇ is required to maintain pursuant to Applicable Law. All such books and records maintained by ▇.▇. ▇▇▇▇▇▇ shall be maintained in a form acceptable under Applicable Law as it applies to ▇.▇. ▇▇▇▇▇▇ in its capacity as provider of the Services. Subject to Section 2.4.(b), during the term of this Agreement and for a period of at least three (3) years after the termination of this Agreement, ▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Services.

Within 30 days of receiving the Customer’s request and at least annually, ▇.▇. ▇▇▇▇▇▇ will send to the Customer a copy of ▇.▇. ▇▇▇▇▇▇’▇ Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). In addition, from time to time as requested, ▇.▇. ▇▇▇▇▇▇ will furnish the Customer a “gap” or “bridge” letter that will address any material changes that might have occurred

If, as a result of a review of ▇.▇. ▇▇▇▇▇▇’▇ records pertaining to the Services, a party believes the Customer has been overcharged or undercharged for a Service, such party shall notify the other and a request a joint review of the relevant records, to determine whether an overcharge or undercharge has occurred, its extent and agree on a reconciliation plan which may, but is not required to and will not necessarily, include a credit against future charges.

Compliance with Laws, Regulations and Certain Documents.

▇.▇. ▇▇▇▇▇▇ will, in the performance of the Services, comply with Applicable Law that applies to ▇.▇. ▇▇▇▇▇▇ in its provision of the Services. The Customer shall comply with Applicable Law in the United States, Cayman Islands, and Bermuda to the extent applicable, and in each jurisdiction that the Customer or a Fund, as applicable, conducts business or offers Shares, to the extent that compliance with such Applicable Law is relevant to the provision or receipt of the Services or the marketing of the Customer or a Fund, as applicable.

▇.▇. ▇▇▇▇▇▇ is not responsible and shall not be liable for any Liabilities incurred or suffered by any person, whether on their own account or for the account of the Customer or a Fund, as a result of the failure of the Customer, its Authorized Persons, a Fund, the Investment Adviser or any other third party to comply with the Applicable Laws of any country or jurisdiction in which Shares are offered.

▇.▇. ▇▇▇▇▇▇ shall obtain and maintain all necessary approvals, licenses, consents, permits or authorizations of any person or entity, or any notice to any person or entity, the granting of which is required by Applicable Law applicable to ▇.▇. ▇▇▇▇▇▇ for the provision of the Services.

▇.▇. ▇▇▇▇▇▇ shall promptly notify the Customer of any change in Applicable Law of which it determines will have a material impact on the provision of the Services or the performance of ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement by submitting a Change Request pursuant to Section 2.6 of this Agreement.

▇.▇. ▇▇▇▇▇▇ will promptly disclose the occurrence of any material compliance violations of any Applicable Law by ▇.▇. ▇▇▇▇▇▇, a ▇.▇. ▇▇▇▇▇▇ Affiliate or Subcontractor in the course of performing the Services, provided ▇.▇. ▇▇▇▇▇▇ becomes aware of such material violation. ▇.▇. ▇▇▇▇▇▇ shall further cooperate with a Fund in the exercise of their oversight responsibilities under Rule 38a-1 of the 1940 Act with respect to ▇.▇. ▇▇▇▇▇▇ in its role as sub-sub-administrator to a Fund.

Change Control.

If either party wishes to propose any amendment or modification to, or variation of, the Services (including the scope or details of the Services) (a “Change”) then it shall notify the other party of that fact by sending a request (a “Change Request”) to the other party, specifying in as much detail as is reasonably practicable the nature of the Change. A Change Request, and any related changes to the fees, also may be submitted to document a Change that was previously agreed to or performed by ▇.▇. ▇▇▇▇▇▇.

Promptly following the receipt of a Change Request, the parties shall agree in writing whether to implement the Change Request, whether implementation of the Change Request should result in a

If a change to Applicable Law requires a Change, the parties shall follow the processes set forth in this Section to initiate a Change Request. If the change in Applicable Law results in a change to the Services, or an increase in ▇.▇. ▇▇▇▇▇▇’▇ costs or risk associated with provision of the Services, ▇.▇. ▇▇▇▇▇▇ shall be entitled to propose an appropriately reasonable and proportionate increase in the fees. Any such increase in fees shall be subject to the parties’ mutual consent. For the avoidance of doubt, ▇.▇. ▇▇▇▇▇▇ shall not be required to implement a Change required by Applicable Law, and may cease to provide the affected Service, unless both parties have agreed on the relevant fees. ▇.▇. ▇▇▇▇▇▇ shall bear its own costs with respect to implementing a Change Request based upon a change to Applicable Law, except that:

If mutually agreed upon by the parties in writing, ▇.▇. ▇▇▇▇▇▇ may charge the Customer for any reasonable and necessary changes to software that have been developed or customized for the Customer or a Fund.

If mutually agreed upon by the parties in writing, ▇.▇. ▇▇▇▇▇▇ may charge the Customer for any reasonably agreed upon changes required as a result of the change in Applicable Law affecting the Customer or a Fund in a materially different way than it affects ▇.▇. ▇▇▇▇▇▇’▇ other customers, or which the Customer or a Fund wishes ▇.▇. ▇▇▇▇▇▇ to implement in a way different from what ▇.▇. ▇▇▇▇▇▇ reasonably intends to implement for its other customers.

The parties agree that subject to the terms of this Agreement (including for the avoidance of doubt this Section 2.6) additional entities may become party to this Agreement by the parties signing a joinder to this Agreement.

Report Corrections.

Service Credit Regime

Subject to the terms and conditions of this Agreement for the Services, ▇.▇. ▇▇▇▇▇▇ will perform its obligations to adhere to the Key Performance Indicators.

Beginning 6 (six) months after the date of this Agreement, if ▇.▇. ▇▇▇▇▇▇ fails to meet any Key Performance Indicator, and not due to any of the circumstances set forth in Sections 6.2. and 6.3., ▇.▇. ▇▇▇▇▇▇ shall pay the Customer, a Service Credit if required by the SLD.

Service Credits shall be recovered by the Customer as a credit against the next invoice for charges.

Evolution of Services

Compatibility

Personnel

▇.▇. ▇▇▇▇▇▇ will use personnel that are appropriately qualified and experienced with respect to the provision of the Services. ▇.▇. ▇▇▇▇▇▇’▇ personnel shall comply with the Customer’s policies at times when they are on the Customer’s premises or accessing the Customer’s systems, to the extent that the Customer advises the relevant personnel of those policies. The Customer shall cause each Authorized Person to comply with applicable ▇.▇. ▇▇▇▇▇▇ policies while on ▇.▇. ▇▇▇▇▇▇ premises or accessing ▇.▇. ▇▇▇▇▇▇ systems.

▇.▇. ▇▇▇▇▇▇ will maintain as part of its standard hiring practices a requirement to perform background checks with respect to ▇.▇. ▇▇▇▇▇▇ personnel and for its Subcontractors to perform background checks. ▇.▇. ▇▇▇▇▇▇ will conduct adequate background screenings based on applicable regulatory requirements on all ▇.▇. ▇▇▇▇▇▇ personnel and contract workers who will provide Services to the Customer to ensure that (i) any ▇.▇. ▇▇▇▇▇▇ personnel or contract workers have not been convicted of any criminal offense involving dishonesty, breach of trust or money laundering, and have not agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense, and (ii) ▇.▇. ▇▇▇▇▇▇ has conducted drug screening on all ▇.▇. ▇▇▇▇▇▇ personnel and contract workers who will provide Services to the Customer or will conduct subsequent screening if there is a reasonable basis to believe such ▇.▇. ▇▇▇▇▇▇ personnel or contract worker has a recurring drug abuse or dependency issue. ▇.▇. ▇▇▇▇▇▇ or its Subcontractors will conduct pre-employment screenings of all new ▇.▇. ▇▇▇▇▇▇ personnel and contract workers who will provide Services to the Customer in a manner consistent with ▇.▇. ▇▇▇▇▇▇’▇ pre-employment screening policies and procedures.

INSTRUCTIONS

Acting on Instructions; Method of Instruction; and Unclear Instructions.

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it or as documented in the SLD. The Customer is solely responsible for the accuracy

To the extent possible, Instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via an encrypted, electronic means using technology consistent with industry standards, or a trade information system acceptable to

▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person, if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may reasonably decline to act upon an Instruction if it does not receive missing information, clarification or confirmation satisfactory to it but ▇.▇. ▇▇▇▇▇▇ shall promptly notify the Customer of its decision not to act upon an Instruction, which notification may be in the form of a rejection automatically generated by the relevant systems. ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification or confirmation satisfactory to it, unless the Liability in question results from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care

Verification and Security Procedure.

▇.▇. ▇▇▇▇▇▇ and the Customer shall comply with any applicable Security Procedure with respect to the delivery or authentication of Instructions.

The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not to detect errors in, instructions. The Customer shall promptly notify ▇.▇. ▇▇▇▇▇▇ if it does not believe that any relevant Security Procedure is commercially reasonable, and its adherence to any Security Procedure without objection constitutes its agreement that it has determined the Security Procedure to be commercially reasonable. ▇.▇. ▇▇▇▇▇▇ shall notify the Customer in advance of any material changes to the Security Procedures.

The Customer and its Authorized Persons are solely responsible for ensuring that the User Codes are reasonably safeguarded and known to and used by only the respective Authorized Persons to whom such User Codes apply. If (i) the User Codes are (or the Customer or its relevant Authorized Person reasonably believes that the User Codes may be) lost, stolen, damaged, altered, unduly disclosed, or compromised, (ii) the Customer’s or any Authorized Persons’ access to ▇.▇. ▇▇▇▇▇▇’▇ systems, applications or products, or any third party messaging platform through which the Instructions are transmitted, is revoked or suspended, or (iii) the Customer or an Authorized Person reasonably suspects any technical or security failure relating to any systems, applications or products of ▇.▇. ▇▇▇▇▇▇ or any third party messaging platform through which the Instructions are transmitted, the Customer shall immediately cease using such system, application, product or platform and promptly notify ▇.▇. ▇▇▇▇▇▇.

Instructions Contrary to Law/Market Practice/Fund Documents.

Cut-Off Times.

Electronic Access.

Access by the Customer and the Investment Advisor to certain systems, applications or products of ▇.▇. ▇▇▇▇▇▇ shall be governed by this Agreement and the terms and conditions set forth in Annex II Electronic Access. The Customer and its Authorized Persons shall use User Codes to access ▇.▇. ▇▇▇▇▇▇’▇ systems, applications or products unless otherwise agreed by ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ will implement and maintain a written information security program, in compliance with all applicable foreign, federal, state and local laws and regulations (including any similar international laws) applicable to ▇.▇. ▇▇▇▇▇▇ as a service provider to the Customer, that contains reasonable and appropriate security measures designed to safeguard the Confidential Information (including Personal Information of the Customer’s and Funds’ shareholders, employees, trustees, directors and/or officers) that ▇.▇. ▇▇▇▇▇▇, any ▇.▇. ▇▇▇▇▇▇ Affiliate or Subcontractor receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of Services hereunder. In this regard, ▇.▇. ▇▇▇▇▇▇ will establish and maintain policies, procedures, and technical, physical, and administrative safeguards consistent with Financial Services Best Practices, designed to (i) protect the security and confidentiality of all Confidential Information (including Personal Information) that ▇.▇. ▇▇▇▇▇▇ and a ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ receives, stores, maintains, processes or otherwise accesses in connection with the provision of Services hereunder, (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of Confidential Information (including Personal Information), (iii) protect against unauthorized access to or use of Confidential Information (including Personal Information), (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches; (v) implement procedures to provide for the appropriate deletion or disposal of Confidential Information and Personal Information where operationally feasible and unless laws and regulations applicable to ▇.▇. ▇▇▇▇▇▇ require a longer retention period; (vi) maintain a full suite of information risk and security policies, standards and procedures, which are consistent with industry standard frameworks and best practices and designed to meet industry best practice and the requirements of global regulators.; and (vii) encrypt in transit and at rest Confidential Information. ▇.▇. ▇▇▇▇▇▇ may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.

▇.▇. ▇▇▇▇▇▇ will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any reasonably foreseeable and applicable legal and regulatory requirements. ▇.▇. ▇▇▇▇▇▇ shall periodically test and audit its information security program. If ▇.▇. ▇▇▇▇▇▇ accesses the Customer’s computer system, ▇.▇. ▇▇▇▇▇▇ agrees to provide such information security as is commercially and reasonably necessary to prevent the unauthorized use or disruption of the Customer’s computer system.

▇.▇. ▇▇▇▇▇▇ shall respond to the Customer’s reasonable requests for information concerning ▇.▇. ▇▇▇▇▇▇’▇ information security program and, upon request, ▇.▇. ▇▇▇▇▇▇ will provide a high-level summary of its applicable policies and procedures, to the Customer, to the extent it is able to do so without divulging sensitive, proprietary, or ▇.▇. ▇▇▇▇▇▇’▇ confidential information. Upon reasonable request, ▇.▇. ▇▇▇▇▇▇ shall discuss with the Customer the information security program of ▇.▇. ▇▇▇▇▇▇ and/or provide a high-level presentation summarizing such program. ▇.▇. ▇▇▇▇▇▇ also agrees, when requested (such request not to occur more often than once every two (2) years), to complete any security questionnaire provided by the Customer and return it in a commercially reasonable period of time. The Customer acknowledges that certain information provided by ▇.▇. ▇▇▇▇▇▇, including internal policies and procedures, may be proprietary to ▇.▇. ▇▇▇▇▇▇, and agrees to protect the confidentiality of all such materials it receives from ▇.▇. ▇▇▇▇▇▇ under the terms of this agreement. ▇.▇. ▇▇▇▇▇▇ agrees (i) to resolve any applicable control deficiencies that do not meet the standards established by federal and state privacy and data security laws, rules, regulations related to ▇.▇. ▇▇▇▇▇▇’▇ information security program, and (ii) to discuss with Customer any applicable control deficiencies that do not meet industry standards related to ▇.▇. ▇▇▇▇▇▇’▇ information security program, in either case as identified through the completion of the questionnaire or otherwise.

▇.▇. ▇▇▇▇▇▇ shall notify Customer without undue delay in the event that ▇.▇. ▇▇▇▇▇▇ confirms a Security Incident and provide details regarding a Security Incident, unless otherwise prohibited by Applicable Law or otherwise instructed by a law enforcement or supervisory authority. ▇.▇. ▇▇▇▇▇▇ will take reasonable steps to mitigate the effects of the Security Incident and reasonably cooperate with Customer in investigating the Security Incident.

The Customer will maintain written cybersecurity policies and procedures which implement commercially reasonable administrative, technical, and physical safeguards that are aligned with industry security standards and that, among other things, protect against anticipated threats or hazards to the security or integrity of their respective systems and data. Such cybersecurity policy and procedures shall require that all Confidential Information be encrypted in transit and at rest.

This provision will survive termination or expiration of the Agreement in accordance with Section 5.7.(g).

The Customer and ▇.▇. ▇▇▇▇▇▇ will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment.

Recording of Telephone Communications.

FEES AND EXPENSES OWING TO ▇.▇. ▇▇▇▇▇▇

Fees and Expenses.

The Customer will pay ▇.▇. ▇▇▇▇▇▇ for the Services such fees as may be agreed upon by the parties in advance and in writing from time to time, together with ▇.▇. ▇▇▇▇▇▇’▇ reasonable out-of-pocket expenses or incidental expenses, including, market data charges, pricing vendors charges, and costs incurred by ▇.▇. ▇▇▇▇▇▇ in determining the value of assets. In addition to the fees provided for in the immediately preceding sentence, the Customer shall be responsible for the payment of all governmental or similar fees, charges, taxes, duties and imposts levied in or by any relevant authority on or in respect of the Customer or a Fund, which are incurred by ▇.▇. ▇▇▇▇▇▇ with regard to the Services. Upon request by the Customer, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with receipts, invoices or other appropriate written evidence reasonably satisfactory to the Customer confirming any expense for which payment or reimbursement is being sought under this Section.

▇.▇. ▇▇▇▇▇▇ may propose reasonable amendments to the fees at any time (subject to advance notice and Customer agreement) should either (i) the Funds’ actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop ▇.▇. ▇▇▇▇▇▇’▇ fee proposal or (ii) the Customer’s service requirements change, or (iii) there is a change in Applicable Law that results in a change to the Services, or an increase in ▇.▇. ▇▇▇▇▇▇’▇ costs or risk associated with provision of the Services, as set forth in further detail in Section 2.6(c) hereof. If such amendments are mutually satisfactory, the fee schedule will be amended accordingly. For the avoidance of doubt, ▇.▇. ▇▇▇▇▇▇ may cease to provide the affected Service upon the passing of a reasonable period of time to allow the Customer to transition such Services to another service provider if the parties are not able to mutually agree on such amendments.

Invoices will be payable within sixty (60) days following receipt of the invoice. If the Customer disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. ▇.▇. ▇▇▇▇▇▇ may deduct amounts invoiced from the Cash Account except such portion of the invoice that the Customer has objected to in writing within sixty (60) days of the date of invoice (or such other period as the parties may agree in writing or other agreed to communication detailed in the SLD). ▇.▇. ▇▇▇▇▇▇ agrees that this provision applies to each applicable Fund separately and that under Applicable Law ▇.▇. ▇▇▇▇▇▇ may not exercise such rights against the assets of any Fund to satisfy the Liabilities of another Fund. Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights, ▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue amounts except such portion of the invoice that the Customer has objected to within sixty (60) days following the receipt of the invoice (or such other period as the parties may agree in writing) from the due date until actual payment at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar overdue amounts, which shall be notified to the Customer at the relevant time.

If Customer requests that ▇.▇. ▇▇▇▇▇▇ repeat its performance of any of the Services, other than as a result of an error by ▇.▇. ▇▇▇▇▇▇, then Customer shall compensate ▇.▇. ▇▇▇▇▇▇ at the relevant rates mutually agreed upon by the parties for such Services in accordance with Section 4.1.(a).

The Customer shall compensate ▇.▇. ▇▇▇▇▇▇ at its customary hourly rates, for any additional work required to re-process any incorrect or incomplete information, or for remediation efforts needed to correct any error in information, transitioned to it from or at the direction of the Customer, a Fund, the Investment Advisor or a prior administrator.

ADDITIONAL PROVISIONS

Representations of the Customer and ▇.▇. ▇▇▇▇▇▇.

The Customer represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) to the best of Customer’s knowledge, there is no material administrative, civil or criminal proceeding pending against the Customer or the Investment Adviser, (iv) except for the representations outlined in Section 5.1.(b), it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇, and (v) no Instruction by the Customer or its Authorized Persons will knowingly contravene Applicable Law. ▇.▇. ▇▇▇▇▇▇ may rely upon the representations or certification of such other facts as may be required to administer ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement.

▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable against ▇.▇. ▇▇▇▇▇▇ in accordance with its terms (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) to the best of ▇.▇. ▇▇▇▇▇▇’▇ knowledge, there is no material administrative, civil or criminal proceeding pending against ▇.▇. ▇▇▇▇▇▇ which would have a material effect on the provision of the Services; (iv) any and all information ▇.▇. ▇▇▇▇▇▇ provided to Customer or its representatives in connection with the Customer’s evaluation of ▇.▇. ▇▇▇▇▇▇’▇ experience and capabilities to provide the Services was at the time it was provided true, correct and complete in all material respects; and (v) it has established and maintains and enforces written policies and procedures reasonably designed to prevent material and intentional violations of Applicable Law relating to ▇.▇. ▇▇▇▇▇▇’▇ duties as a service provider hereunder, including U.S. federal securities laws prohibiting unlawful use and disclosure of material, non-public information regarding an issuer (such as a Fund) or a security (such as a Fund’s shares). To the extent permitted by Applicable Law, ▇.▇. ▇▇▇▇▇▇ makes no representations or warranties of any kind, whether express or implied, concerning any of the Reports or the Services.

The Customer to Provide Certain Information to ▇.▇. ▇▇▇▇▇▇.

The Customer shall provide to ▇.▇. ▇▇▇▇▇▇ a copy of a Fund’s Governing Documents and Offering Documents. Customer also shall provide to ▇.▇. ▇▇▇▇▇▇ a copy of any amendments to a Fund’s Governing Documents and Offering Documents. If any such amendment is inconsistent with the terms and conditions of this Agreement, ▇.▇. ▇▇▇▇▇▇ shall not be required to act in accordance with the amendment until the Change Control process in Section 2.6 has been completed.

The Customer will promptly provide ▇.▇. ▇▇▇▇▇▇ such other information as ▇.▇. ▇▇▇▇▇▇ may reasonably request, including but not limited to (i) the Customer’s or Fund’s current audited and unaudited financial statements, (ii) any contracts or regulatory documents that relate to the Services, (iii) information about the Customer’s or the Fund’s assets.

▇.▇. ▇▇▇▇▇▇ shall be entitled to rely on information provided by the Customer, a Fund, the Investment Adviser and other service providers of the Customer or the Investment Adviser, and shall not be required to independently review or validate such information.

U.S. Regulatory Disclosure; Certain Information of the Customer.

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires ▇.▇. ▇▇▇▇▇▇ to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and ▇.▇. ▇▇▇▇▇▇’▇ identity verification procedures require ▇.▇. ▇▇▇▇▇▇ to obtain information which may be used to confirm the Customer’s and a Fund’s identity, including, without limitation, the Customer’s and a Fund’s name, address and organizational documents (“Identifying Information”). The Customer agrees to provide ▇.▇. ▇▇▇▇▇▇ with and consents to ▇.▇. ▇▇▇▇▇▇ obtaining from third parties any such Identifying Information required as a condition of opening an account with or using any service provided by ▇.▇. ▇▇▇▇▇▇.

The Customer hereby acknowledges that ▇.▇. ▇▇▇▇▇▇ is obliged to comply with AML/Sanctions Requirements and that, provided ▇.▇. ▇▇▇▇▇▇ satisfies the ▇.▇. ▇▇▇▇▇▇ Standard of Care, ▇.▇. ▇▇▇▇▇▇ shall not be liable for any action it or any ▇.▇. ▇▇▇▇▇▇ Affiliate reasonably takes to comply with any AML/Sanctions Requirements, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, financial assets, or other assets. The Customer shall cooperate, and shall cause the Funds to cooperate, with ▇.▇. ▇▇▇▇▇▇’▇ performance of its due diligence and other obligations concerning AML/Sanctions Requirements. In addition, the Customer agrees that ▇.▇. ▇▇▇▇▇▇ may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements, and that, provided ▇.▇. ▇▇▇▇▇▇ satisfies the ▇.▇. ▇▇▇▇▇▇ Standard of Care, ▇.▇. ▇▇▇▇▇▇ shall not be responsible for any Liabilities resulting from or relating to such deferral. To the extent permitted by Applicable Law, ▇.▇. ▇▇▇▇▇▇ will notify the Customer as soon as reasonably practicable, if ▇.▇. ▇▇▇▇▇▇ defers acting upon any Instruction pursuant to this Section.

Redistribution of Data from Third Parties.

Intellectual Property Rights.

As between the Customer and ▇.▇. ▇▇▇▇▇▇, the Intellectual Property Rights in and to any documentation or other materials provided by the Customer and maintained by ▇.▇. ▇▇▇▇▇▇ for the Customer (“Customer Materials”), shall be owned by the Customer and remain subject to the

The Customer acknowledges that the Intellectual Property Rights in and to any and all of ▇.▇. ▇▇▇▇▇▇’▇ methodologies, processes, working documents, know-how and techniques of any kind developed, created or used in connection with this Agreement are owned by ▇.▇. ▇▇▇▇▇▇.

Insurance.

The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ will not be required to maintain any insurance coverage specifically for the benefit of the Customer. ▇.▇. ▇▇▇▇▇▇ will, however, provide summary information regarding its own general insurance coverage to the Customer upon written request.

▇.▇. ▇▇▇▇▇▇ will maintain insurance protection which is required under Applicable Law or which ▇.▇. ▇▇▇▇▇▇ deems advisable to cover its duties and responsibilities generally as a fund administrator under this Agreement.

Confidentiality.

Subject to Section 5.7.(b), ▇.▇. ▇▇▇▇▇▇ will hold all Confidential Information in confidence and use reasonable efforts to ensure that any ▇.▇. ▇▇▇▇▇▇ Affiliate or Subcontractor used by ▇.▇. ▇▇▇▇▇▇ to provide services to the Customer has reasonable procedures to keep such Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over ▇.▇. ▇▇▇▇▇▇’▇ business, to enforce the terms of this Agreement or with the consent of the Customer. ▇.▇. ▇▇▇▇▇▇ will secure and protect the Confidential Information from unauthorized use or disclosure by using at least the same degree of care as ▇.▇. ▇▇▇▇▇▇ employs to avoid unauthorized use of or disclosure of its own confidential information, but in no event less than reasonable care. ▇.▇. ▇▇▇▇▇▇ shall not duplicate or republish any material containing the Confidential Information except for purposes of or in relation to the performance of its obligations under this Agreement. Confidential Information may not be used by ▇.▇. ▇▇▇▇▇▇ or any of ▇.▇. ▇▇▇▇▇▇ Affiliates, officers, directors, agents, professional advisors, Subcontractors and employees, other than for the purposes contemplated by or otherwise permitted by this Agreement. ▇.▇. ▇▇▇▇▇▇ represents that it will not (i) purchase or sell any portfolio securities contained in the Confidential Information on the basis of any information contained in, or as a result of being identified in, Confidential Information; (ii) use the Confidential Information to trade against the Customer or to knowingly engage in any trading practices that are adverse to the Customer; and (iii) not permit any of the Confidential Information to be disclosed to any entity that competes with the Customer, the Adviser/Administrator, a Fund or any products thereof, unless otherwise authorized or instructed by the Customer.

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information to:

any Subcontractor, agent, securities exchange, broker, proxy solicitor, issuer, service provider, vendor or any other person that ▇.▇. ▇▇▇▇▇▇ believes is reasonably required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant Services under this Agreement;

its and any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇’s professional advisors, auditors and public accountants;

its branches and any ▇.▇. ▇▇▇▇▇▇ Affiliate that ▇.▇. ▇▇▇▇▇▇ believes is reasonably required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant Services under this Agreement;

any revenue authority or any governmental entity in relation to the processing of any tax claim; and

any regulatory authority having jurisdiction over the Customer upon the request of such regulator.

The Confidential Information will remain the property of the Customer. Nothing contained in this Article will be construed as obligating the Customer to disclose its Confidential Information to ▇.▇. ▇▇▇▇▇▇, or as granting to or conferring on ▇.▇. ▇▇▇▇▇▇, expressly or by implication, any rights or license to the Confidential Information of the Customer. Any such obligation or grant will only be as provided by other provisions of this Agreement.

In the event of a breach or anticipated breach of this Agreement, ▇.▇. ▇▇▇▇▇▇ agrees that the Customer shall have the right to seek injunctive relief in any court of competent jurisdiction, without any requirement of posting bond, demonstrating the fact that monetary damages or other relief would not be adequate remedies, and the availability of monetary damages or other relief shall not be asserted as a reason not to grant such injunctive relief.

To the extent ▇.▇. ▇▇▇▇▇▇ is required to disclose Confidential Information by Applicable Law, ▇.▇. ▇▇▇▇▇▇ shall:

where legally permitted to do so, give reasonable and prompt advance notice of such disclosure requirement to the Customer; and

upon the Customer’s request, ▇.▇. ▇▇▇▇▇▇ will use reasonable efforts to obtain assurances from the relevant authority that confidential treatment will be accorded to the information that is required to be disclosed.

Notwithstanding anything to the contrary in Section 5.7.(e), ▇.▇. ▇▇▇▇▇▇ may disclose any of the Confidential Information provided by the Customer to any bank regulatory authority having jurisdiction over ▇.▇. ▇▇▇▇▇▇ upon the request of the bank regulatory authority without having to provide the Customer with notice of any kind.

Return or Destruction.

As requested by the Customer and subject to Section 2.4.(b), during the term of this Agreement, ▇.▇. ▇▇▇▇▇▇ will return or provide the Customer a copy of any designated Confidential Information of the Customer.

Upon Customer’s request, ▇.▇. ▇▇▇▇▇▇ will, upon cessation of work, completion of its obligations associated with such information under this Agreement or upon any earlier termination of this Agreement for any reason whatsoever, return, destroy or render unusable, and discontinue the use of, all copies of materials containing the Customer’s Confidential Information and to the extent reasonably practicable, all notes, memoranda, compilations, derivative works, data files or other materials prepared by or on behalf of ▇.▇. ▇▇▇▇▇▇ that

that this Agreement provides for ▇.▇. ▇▇▇▇▇▇ to continue to use or retain items that constitute or contain the Customer’s Confidential Information after the date of expiration or termination; or

otherwise required to comply with Applicable Law, ▇.▇. ▇▇▇▇▇▇’▇ policies and procedures existing from time to time or defend or pursue claims arising under this Agreement.

At the Customer’s request, ▇.▇. ▇▇▇▇▇▇ will certify in writing that it has handled Confidential Information pursuant to Applicable Law and ▇.▇. ▇▇▇▇▇▇’▇ policies and procedures.

Subject to Section 2.4.(b), ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Section 5.7 will survive termination or expiration of the Agreement as follows:

As to any portion of Confidential Information that constitutes a trade secret under Applicable Law, the obligations will continue for as long as such information is deemed a trade secret under Applicable Law; and

As to all other Confidential Information belonging to the Customer the obligations will survive for three (3) years after the termination of this Agreement with respect to such Customer.

Use of a Party’s Name.

The Customer agrees not to use (or permit the use of) ▇.▇. ▇▇▇▇▇▇’▇ name in any public document, publication or publicity material relating to the Customer, including but not limited to notices, sales literature, stationery, advertisements, etc., without the prior written consent of ▇.▇. ▇▇▇▇▇▇ (which consent shall not be unreasonably withheld), provided that no prior consent is needed if the document in which ▇.▇. ▇▇▇▇▇▇’▇ name is used merely states that ▇.▇. ▇▇▇▇▇▇ is acting as administrator to the Customer or as sub-sub-administrator to a Fund.

▇.▇. ▇▇▇▇▇▇ agrees not to use (or permit the use of) the Customer’s or a Fund’s name in any document, publication or publicity material relating to ▇.▇. ▇▇▇▇▇▇ or a ▇.▇. ▇▇▇▇▇▇ Affiliate, including, but not limited to, notices, sales literature, stationery, advertisements, etc., without the prior written consent of the Customer (which consent shall not be unreasonably withheld), provided that no prior consent is needed for ▇.▇. ▇▇▇▇▇▇ to use the Customer’s name merely to state that ▇.▇. ▇▇▇▇▇▇ is acting as administrator to the Customer or as sub-sub-administrator to a Fund in connection with a regulatory request or filing.

WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER

Standard of Care; Liability.

▇.▇. ▇▇▇▇▇▇ will perform Services (i) with reasonable care, prudence, and diligence and in good faith, (ii) without negligence, fraud, willful misconduct or willful omission, and at least at the same standard of care as ▇.▇. ▇▇▇▇▇▇ provides for itself and/or ▇.▇. ▇▇▇▇▇▇ Affiliates with respect to similar services, (iii) in a manner that is reasonably designed to meet ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement, and (iv) with the level of skill and care which would be expected from a

Subject to Section 6.2, ▇.▇. ▇▇▇▇▇▇ will only be liable for the Customer’s or a Fund’s direct Liabilities to the extent they result from the breach of ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care in performing its duties as set out in this Agreement or the breach of any representations, warranties or the confidentiality obligations set forth in Section 5.7.

The Customer will indemnify the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ in connection with or arising out of ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided that the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has satisfied the ▇.▇. ▇▇▇▇▇▇ Standard of Care in connection with the Liabilities in question. ▇.▇. ▇▇▇▇▇▇ shall, to the extent practicable, use reasonable care to provide prompt notice to the Customer of the circumstances and all pertinent facts related to a claim for indemnification, it being understood that a failure to notify shall not serve to limit Customer’s obligation to indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees hereunder.

The ▇.▇. ▇▇▇▇▇▇ Indemnitees shall each use commercially reasonable efforts to mitigate any Liability for which it seeks indemnification under this Agreement (provided, however, that expenses reasonably incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). A ▇.▇. ▇▇▇▇▇▇ Indemnitee shall notify the Customer in writing promptly after determining that it will seek indemnity under this Section 6.1 for any litigation or proceeding brought against such ▇.▇. ▇▇▇▇▇▇ Indemnitee.

Subject to Section 6.2, ▇.▇. ▇▇▇▇▇▇ will indemnify the Customer Indemnitees against, and hold them harmless from, any Liabilities that are not attributable to the negligent or fraudulent acts or omissions of the Customer Indemnitees which may be imposed on, incurred by, or asserted against a Customer Indemnitee resulting directly from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care in the performance of its obligations or duties under this Agreement, and provided that, in each case, to the extent practicable, the Customer uses reasonable care to provide prompt notice to ▇.▇. ▇▇▇▇▇▇ of the circumstances and all pertinent facts related to the claim for indemnification, it being understood that a failure to notify shall not serve to limit ▇.▇. ▇▇▇▇▇▇’▇ obligation to indemnify the Customer Indemnitees hereunder. For the avoidance of doubt, subject to Section 6.2, ▇.▇. ▇▇▇▇▇▇ will indemnify the Customer Indemnities for any Liabilities that are (i) not attributable to the negligent or fraudulent acts or omissions of the Customer Indemnitees and (ii) paid out of the pocket of a Customer Indemnitee that result directly from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care in the performance of its obligations or duties under this Agreement.

Limitations of Liability.

Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any loss of profits (whether direct or indirect); or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to ▇.▇. ▇▇▇▇▇▇’▇ performance or non-performance under this Agreement.

Under no circumstances will the Customer, an Adviser/Administrator or a Fund be liable for (i) any loss of profits (whether direct or indirect); or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of

Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any Liabilities suffered by any person as a result of the failure of any of the Dependencies to be met; (ii) the assumptions made by ▇.▇. ▇▇▇▇▇▇ in good faith in preparing a Report proving to be incorrect, inaccurate or inapplicable or any assumption which could or should have been made not being made; (iii) any Liabilities arising as a consequence of the Customer using, or providing to any other person to use, any Report or information in or derived from or based on any Report, to make decisions (including Investment Decisions) in respect of the Customer; or (iv) any Liabilities suffered by any person relating to any decisions made by ▇.▇. ▇▇▇▇▇▇ in complying with the AML/Sanctions Requirements.

Notwithstanding any provision herein that may be to the contrary, the maximum aggregate liability of ▇.▇. ▇▇▇▇▇▇ Indemnitees in respect of any and all claims of any kind arising out of, in connection with or relating to this Agreement or the provision of the Services, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages, in respect of any calendar year, shall not exceed an aggregate amount equal to five times (5 x) the total annual administration fee paid by the Customer under this Agreement provided that the liability cap provisions of this Subsection 6.2(d) shall not apply to an error by ▇.▇. ▇▇▇▇▇▇ in calculating the net asset value of a Fund.

Force Majeure.

▇.▇. ▇▇▇▇▇▇ will maintain and update from time to time business continuation and disaster recovery procedures with respect to the services and its global business that it determines from time to time meet reasonable commercial standards (“Business Continuity Plan” or “BCP”) and periodically test a written Business Continuity Plan that is reasonably designed to enable ▇. ▇. ▇▇▇▇▇▇ to effect the recovery and, as contemplated by the BCP, continuity of its key operations, systems and processes in a Force Majeure Event (as defined below). Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a summary of the Business Continuity Plan. Upon the occurrence of a Force Majeure Event, ▇. ▇. ▇▇▇▇▇▇ shall (where and to the extent applicable) use commercially reasonable efforts to implement the BCP in accordance with its terms. The Customer acknowledges that the effectiveness of the BCP is subject to actual implementation in a Force Majeure Event or other disaster situation during which time unforeseen crisis and critical events may occur that would affect the effectiveness of the BCP.

Upon reasonable request, ▇.▇. ▇▇▇▇▇▇ shall discuss with the Customer any BCP of ▇.▇. ▇▇▇▇▇▇ and/or provide a high-level presentation summarizing such procedures. Neither party (“Affected Party”) will be liable, however, for any Liabilities of any nature that the other party or any third party may suffer or incur, caused by an act of God, fire, flood, epidemics, earthquakes or other disasters, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), nationalization, expropriation, legal constraint, fraud, theft or forgery (other than on the part of the Affected Party or its employees), cyber-attack, malfunction of equipment or software (except where such malfunction is primarily and directly attributable to the Affected Party’s negligence in maintaining the equipment or software), currency re-denominations, currency restrictions, failure of or the effect of rules or operations of any external funds transfer system, inability to obtain (or interruption of) external communications facilities,

▇.▇. ▇▇▇▇▇▇ will not be entitled to any additional payments from the Customer for costs or expenses incurred by ▇.▇. ▇▇▇▇▇▇ as a result of any Force Majeure Event.

▇.▇. ▇▇▇▇▇▇ May Consult with Counsel.

▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result.

TERM AND TERMINATION

Term and Termination.

Other Grounds for Termination.

Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following:

the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within sixty (60) days of being given written notice of the

the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing; or

the relevant federal or state authority withdrawing its authorization of either party.

If a Force Majeure Event substantially prevents performance of any Services necessary for the performance of functions reasonably agreed by the parties as critical for more than three (3) consecutive business days, then the Customer may terminate all or any portion of this Agreement and the Services so affected, as of a date specified by the Customer in a written notice of termination to ▇.▇. ▇▇▇▇▇▇, in which case, ▇.▇. ▇▇▇▇▇▇’▇ fees will be equitably adjusted as necessary to reflect the value of any remaining Services;

At any time (including during the Initial Term), the Customer may elect to remove any Fund from this Agreement in connection with the liquidation of the Fund or the merger of a Fund into another fund, in each case by notifying ▇.▇. ▇▇▇▇▇▇ in writing or other mutually agreed communication method.

Either party may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the other party in the event that the party in question reasonably determines that the relationship with the other party raises reputational or regulatory concerns.

In the event of the termination of the custody agreement between ▇.▇. ▇▇▇▇▇▇ and the Funds of the Franklin ▇▇▇▇▇▇▇▇▇ mutual fund complex, ▇.▇. ▇▇▇▇▇▇ may terminate this Agreement in whole or in part and cease to provide the Services simultaneously with the transition of the assets of the Funds to a successor custodian.

Transition following Termination.

The Customer undertakes to use its best efforts to appoint a new administrative service provider as soon as practicable after receiving a notice of termination, provided that if Customer has not transitioned to a new administrative service provider as of the date of termination, ▇.▇. ▇▇▇▇▇▇ will continue to provide the Services at the fees agreed upon by the Customer and ▇.▇. ▇▇▇▇▇▇. Customer agrees to pay such reasonable expenses and charges as ▇.▇. ▇▇▇▇▇▇ and Customer may mutually agree in connection with such transition. Subject to payment of any amount duly owing to ▇.▇. ▇▇▇▇▇▇ under this Agreement, ▇.▇. ▇▇▇▇▇▇ agrees to transfer a copy of such records and related supporting documentation held by it under this Agreement, to any replacement provider of the Services or to such other person as the Customer may direct. ▇.▇. ▇▇▇▇▇▇ will cooperate in the transfer of its duties and responsibilities hereunder and will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as ▇.▇. ▇▇▇▇▇▇ and Customer may mutually agree in connection with such assistance.

▇.▇. ▇▇▇▇▇▇ will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of its responsibilities to a successor fund administrator provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement.

MISCELLANEOUS

Notices.

Successors and Assigns.

Entire Agreement and Amendments.

Governing Law and Jurisdiction.

Severability; Waiver; and Survival.

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in anY. way be affected or impaired.

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

The parties’ rights, protections, and remedies under this Agreement shall survive its tennination.

Counterparts.

No Third Party Beneficiaries.

FRANKLIN ▇▇▇▇▇▇▇▇▇ SERVICES LLC

JPMORGAN CHASE BANK, N.A.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Title: President

ERISA Benefit Plan

Assets (Y/N)

FNYTFT-Franklin New York Intermediate-Term Tax-

Free Income F

Franklin Conservative Allocation Age 13-14 Years 529

Portfolio

Franklin Growth Allocation Age 13 - 14 Years 529

Portfolio

▇▇▇▇▇▇▇▇ Moderate Allocation Age 13-14 Years 529

Portfolio

Franklin Conservative Allocation Age 11 - 12 Years 529

Portfolio

Franklin Conservative Allocation Age 19+ Years 529

Portfolio

▇▇▇▇▇▇▇▇ Moderate Allocation Age 15 - 16 Years 529

Portfolio

Franklin Growth Allocation Age 5 - 8 Years 529

Portfolio

Franklin Growth Allocation Age 15 - 16 Years 529

Portfolio

J.P. Morgan may permit the Customer and its Authorized Persons and other persons designated by the Customer or its Authorized Persons (collectively “Users”), to access certain electronic systems and applications (collectively, the “Products”) and to access or receive Data (as defined below) electronically in connection with the Agreement. J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or suspected to be at risk. Access to the Products shall be subject to the Security Procedure.

In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non- transferable, non-sublicensable, limited and revocable license to use (i) the Products for internal business purposes only, and (ii) the information and data made available through the Products or transferred electronically (the “Data”) for use in Customer’s and its affiliates’ normal course of business, provided that J.P. Morgan may not revoke the Customer’s license to use the Data during the term of this Agreement. For avoidance of doubt, (a) all Data that is comprised of Customer Materials is the property of the Customer and a Fund; (b) the Customer and Funds maintain all intellectual property rights in such Customer Materials. Without limiting the use by a Customer, a Fund or its affiliates of Data in the normal course of the business of a Customer or a Fund, the Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Users, provided that such use shall be in accordance with the terms of the Agreement, including this Annex. The Customer will not disclose or distribute (and will cause the Users not to disclose or distribute) to any other party, or allow any other party to access, inspect or copy the Products or any Data, except that (i) with respect to Products only, as reasonably necessary in the course of Customer’s management or administration and Customer’s Board’s oversight of the funds or accounts for which services are provided under this Agreement and, (ii) with respect to Data only, as reasonably necessary in the normal course of business of the Customer, a Fund or its affiliates including but not limited to, Customer’s management or administration and a Fund’s Board’s oversight of the funds or accounts for which services are provided under this Agreement. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by J.P. Morgan from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to J.P. Morgan. In addition, the Customer and a Fund may disclose Data to any regulatory authority having jurisdiction over the Customer and a Fund upon the request of such regulator or any revenue authority or any governmental entity in relation to the processing of any tax claim. For the avoidance of doubt, any restrictions or limitations regarding the use of Data is not intended by J.P. Morgan to supersede any rights a Customer or Fund may have to use such Data based on its own agreements with any person (including a J.P. Morgan Affiliate) who provides software, information or the means of obtaining information on security prices, derivative prices, security characteristics data, market reference data derivative prices, foreign exchange, credit ratings, performance measurement or any other information obtained by J.P. Morgan in connection with the

The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet to access and use the Products, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all of its own systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer and its Users to access and use the Products. All such software must be interoperable with J.P. Morgan’s software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

In cases where J.P. Morgan’s website or the Products are unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Users to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of the Customer’s use of, access to or inability to use the Products in the absence of J.P. Morgan’s negligence, fraud or willful misconduct.

Use of the Products may be monitored, tracked, and recorded in a manner as permitted by Applicable Law. In using the Products, the Customer hereby expressly consents to, and will ensure that its Users are advised of and have consented to, such monitoring, tracking and recording, and J.P. Morgan’s right to disclose data derived from such activity in accordance with the Agreement, including this Annex. J.P. Morgan shall own all right, title and interest in the data reflecting the Customer usage of the Products or J.P. Morgan’s website (including general usage data and aggregated transaction data), provided that J.P. Morgan’s use of such data shall remain, subject to its obligations of confidentiality set forth in this Agreement. For clarity, the foregoing shall not be deemed to give J.P. Morgan ownership of, or any rights in or to, the Customer’s confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 5.7 of this Agreement unless otherwise agreed by the parties. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. The Customer hereby expressly consents, and will ensure that its Users are advised of and have consented to, J.P. Morgan’s collection, storage, use and transfer (including to or through jurisdictions that do not provide the same statutory protection as the originating jurisdictions(s)) of their personal data. Any personal data collected through, or in connection with, the Customer’s use of the Products shall be subject to J.P. Morgan’s Privacy Policy (available at: https://www.jpmorgan.com/global/privacy) and Cookies Policy (available at: https://www.jpmorgan.com/global/cookies), each as updated from time to time and incorporated herein by reference.

The Customer shall not knowingly upload, post or transmit to or distribute or otherwise publish through the Products or J.P. Morgan’s web site any materials which (i) restrict or inhibit any other user from using the Products or the website, (ii) are defamatory, offensive, explicit, or indecent, (iii) infringe the rights of third parties including intellectual property rights, (iv) contain a virus, Trojan horse, worm, time bomb, cancelbot or other harmful component, or (v) constitute or contain false or misleading information.

The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its Users upon written request. The Customer shall not access, and shall not permit its Users to access, the service from any jurisdiction which J.P. Morgan informs the Customer or which the Customer has actual knowledge, that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document

The Customer will be subject to and shall comply with Applicable Law with regard to its use of the Products, including Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data.

The Customer shall be responsible for the compliance of its Users with the terms of this Annex.

Definitions

General Principles

Error Correction Procedures

If the error in the computation of the net asset value does not constitute a NAV Error, no action shall be taken unless regulatory requirements specify otherwise.

If a NAV Error occurs with respect to a particular Fund and the Per Unit NAV Error is less than ¹⁄₂ of 1% (one half of one percent) of the originally computed Per Unit NAV, J.P. Morgan, on behalf of the Fund, will determine whether total Fund Losses exceeded total Fund Benefits for the NAV Error Period. If the Fund incurred a net loss, the Fund will be responsible for obtaining reimbursement for such loss from the responsible person or persons. If the Fund had a net benefit, no action need be taken; however, such net benefit should not be carried forward to any analyses performed in the future for other NAV Errors that may arise.

If a NAV Error occurs with respect to a particular Fund and the Per Unit NAV Error equals or exceeds ¹⁄₂ of 1% (one half of one percent) of the originally computed Per Unit NAV, 1) account adjustments should be made to compensate Unitholders for Unitholder Losses, and 2) the Fund will be responsible for obtaining reimbursement for such loss from the responsible person or persons for Fund Losses.

With respect to individual Unitholder Losses, the Fund will be responsible for causing the Fund (or responsible party) to pay to individual Unitholders any additional redemption proceeds owed and either refund excess subscription monies paid or credit the Unitholder account as of the date of the NAV Error, for additional Units. Nevertheless, no correction of a given individual Unitholder account shall be made unless the applicable Unitholder Loss for such Unitholder equals or exceeds a de minimis amount of USD $10 and CAD $25 for Canadian Funds.

With respect to Fund Losses, the Fund will be responsible for causing either the responsible person or persons or at the Fund’s discretion, the individual Unitholders to reimburse the Fund for the amount of the Fund Losses. (Note that there is no netting of Fund Losses (as described in (b) above) where the error equals or exceeds ¹⁄₂ of 1% (one half of one percent) of NAV, to the extent benefits were paid out by the Fund to Unitholders as account adjustments).

In the case of a NAV Error that fluctuates above and below ¹⁄₂ of 1% (one half of one percent), individual Unitholder adjustments should be effected for those days where the NAV Error was equal to or exceeded ¹⁄₂ of 1% (one half of one percent). With respect to the remaining days, the Fund level process described above in Section 3(a) above may be applied.

If there is a subsequent discovery of an error which affects a NAV Error Period that had previously been corrected in the manner described above, the subsequently discovered NAV Error should be analyzed in isolation without taking into consideration the previously corrected NAV Errors.

In cases where a NAV Error (as described in (c) above) has occurred, the Fund, upon J.P. Morgan’s request, will instruct the Transfer Agent to reprocess transactions and to adjust each Unitholder’s Units upwards or downwards accordingly, at the expense of the responsible person or persons. If the Transfer Agent does not agree to reprocess transactions resulting from a NAV Error for which J.P. Morgan is a responsible person, J.P. Morgan’s liability will be limited to the amount it would have been liable for had the reprocessing occurred.

In cases where J.P. Morgan is not the responsible person with regard to an NAV Error, J.P. Morgan shall be entitled to reasonable compensation from the Fund for the work it performs with respect to the remediation of the NAV Error, other than to re-calculate the NAV.

In cases where J.P. Morgan is a responsible person with regard to an NAV Error, but not the sole responsible person, the Fund, to the extent customary under industry practice, shall seek recovery from each such responsible person, for its proportional share of the applicable Fund Loss or Unitholder Loss.