SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT

Amendment to the Agreement. The Fee and Service Schedule for Stock Transfer Services (the “Schedule’’) of the Agreement is hereby amended by deleting Section 4 “Preferred Share Services” in its entirety and replacing it with the following new Section 4:

Maintain a registered Account for DTC (including in its nominee name, Cede & Co.) for each series of Shares issued by a Fund in book entry form through ORS

Provide dividend disbursing services consisting of effecting wire transfer of dividend payments to DTC on payable date. For each dividend, the applicable Fund shall provide Transfer Agent with the dividend record and payable date as well as the dividend rate per Share. All funds for the payment of dividends must be received by 11:00 A.M. Eastern Time on the payable date via Federal Funds Wire.

Upon notification that Shares will be redeemed/liquidated, Transfer Agent shall designate a project manager to carry out redemption duties, Including document review, review of communication materials, project management, and on-going project updates and reporting. (For each Fund redemption, Transfer Agent shall be provided with a written Instruction from the Fund setting forth the date of redemption/payable date and the amount to be paid per Share).

Coordinate the redemption with OTC, and if requested by a Fund, supply the Fund’s Notice of Redemption to OTC or other holders of such Fund’s Shares.

On the redemption date, debit the registered Shareholder(s) DRS account for the Shares to be redeemed and make payment according to Instructions received from the Fund, including Instructions concerning the redemption price to be paid per Share. All funds for redemption payments must be received by the Trust Company, via Federal Funds Wire by 12:00 Noon, Eastern Time, on the redemption date.

Hold or cause to be held all funds deposited with Trust Company by a Fund for payment to the holders of the Shares in trust for the benefit of such holders. All interest earned on such funds shall accrue solely for the benefit of such Fund.

Accept Instructions from the applicable Fund with respect to the investment or reinvestment of any funds consisting of cash deposited prior to the applicable payment date therefor in cash or cash equivalents (short-term), provided that the proceeds of any such investment will be available as same day funds at the opening of business on the applicable payment date.

In the event of an overpayment of funds by a Fund as a result of an error in calculation or a decrease in the dividend rate on the Shares while funds are being held, cause any such funds paid to Transfer Agent In accordance with the foregoing but not applied by Transfer Agent to the payment of dividends, redemption payments or other payments on the Shares, including Interest earned on such moneys while so held, to be repaid to the applicable Fund as soon as possible after the date on which such funds were to have been so applied, upon the instruction of such Fund. Transfer Agent shall have the right to request an opinion of counsel and/or certification from an officer of the Fund that such return of funds Is in compliance with the Statement Establishing and Fixing the Rights and Preference of Shares for the applicable Fund and applicable law, as well as such other documentation concerning the overpayment as may be reasonably requested.”

Limited Effect. Except as expressly modified herein, the Agreement and the Fee Schedule shall continue to be and shall remain, In full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms.

Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.