TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT

This Transfer Agency And Shareholder Services Agreement is made as of December 18, 2024 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNY”), and MoA Funds Corporation, (the “Investment Company”) (on behalf of each series listed on Exhibit B to this Agreement, each a “Fund and collectively, the “Funds”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 16 or 19(l).

Background

The Investment Company is registered as an open-end management investment company under the 1940 Act and wishes to retain BNY to serve as its transfer agent, registrar, dividend disbursing agent and shareholder servicing agent, or, if applicable, to serve as the transfer agent, registrar, dividend disbursing agent and shareholder servicing agent for each of its series of Funds contained on Schedule B, and BNY wishes to furnish such services.

Terms

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Fund and BNY, intending to be legally bound, hereby agree to the statements made in the preceding paragraphs and as follows:

1.  Appointment. The Fund hereby appoints BNY to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Fund and BNY accepts such appointments and agrees in connection with such appointments to furnish the services expressly set forth in Section 3. BNY shall be under no duty to provide any service to or on behalf of the Fund except as specifically set forth in Section 3 or as BNY and the Fund may specifically agree in a written amendment hereto. BNY shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third-party service providers engaged by the Fund or by any other third party service provider not engaged by BNY. The Fund will provide such information and documentation as BNY may reasonably request in connection with services provided by BNY to the Fund.

2.  Records. BNY will maintain and preserve all records relating the services provided under this Agreement in accordance with Section 31(a) of the 1940 Act. Data pertaining to the Fund which the Fund is obligated to keep as its books and records pursuant to Section 31(a) of the 1940 Act and which is held in the BNY System due to the services performed hereunder by BNY pursuant to Section 3 (“Fund Data”) shall be the property of the Fund. Upon the reasonable request of the Fund, BNY shall provide Authorized Persons with (i) access to Fund Data at BNY’s facilities during BNY’s normal business hours, and (ii) printed output of the Fund Data or copies thereof, at the Fund’s expense. BNY shall furnish to the Fund such information pertaining to the shareholder accounts of the Fund and the performance of its duties hereunder as the Fund may from time to time request. BNY shall notify the Fund promptly of any request or demand by any third party to inspect the records of the Fund maintained by it and will act upon the instructions of the Fund in permitting or refusing such inspection.

3.  Services.

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(1)  Services to be provided on an ongoing basis to the extent applicable to a particular Fund:

(2)  Purchase of Shares. BNY shall issue and credit an account of an investor, in the manner described in the Fund’s prospectus, once it receives:

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(3)  Redemption of Shares. BNY shall process requests to redeem Shares as follows:

(4)  Dividends and Distributions.

(A)  Upon receipt by BNY of Instructions containing all requisite information that may be reasonably requested by BNY, including payment directions and authorization, BNY shall issue Shares in payment of the dividend or distribution, or, upon shareholder election, pay such dividend or distribution in cash. If requested by BNY, the Fund shall furnish a certified resolution of the Fund’s Board declaring and authorizing the payment of a dividend or other distribution but BNY shall have no duty to request such.

(B)  BNY shall issue Shares or pay dividends or distributions as provided for in Section 3(a)(4)(A), and pay proceeds of Share redemption transactions as provided for in Section 3(a)(3), after it deducts and withholds all amounts it reasonably determines to be appropriate under any applicable tax laws, rules or regulations or other laws, rules or regulations.

(C)  BNY shall (i) mail to the Fund’s shareholders such tax forms and other information, or permissible substitute forms or notices, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by applicable law, rule or regulation; and (ii) prepare, maintain and file with the IRS and other appropriate taxing authorities reports relating to all dividends and distributions by the Fund paid to its shareholders (above threshold amounts stipulated by applicable law) as required by tax or other laws, rules or regulations

(D)  Notwithstanding any other provision of this Section 3(a)(4) or this Agreement, and for clarification: (i) BNY’s exclusive obligations with respect to any written statement that Section 19(a) of the

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1940 Act may require to be issued with respect to the Fund (“19(a) Statement”) shall be, upon receipt of specific Instructions to such effect, to receive from the Fund the text which is to be printed on the 19(a) Statement, to print such text on appropriate paper stock and to mail such document to shareholders, and (ii) BNY’s sole obligation with respect to any dividend or distribution that Section 19(a) of the 1940 Act may require be accompanied by a 19(a) Statement shall be to perform only the conduct expressly directed by Sections 3(a)(4)(A) through (C) and shall expressly exclude any duty associated with any determination of the appropriateness of, or the drafting or other preparation of the text to be printed on, a 19(a) Statement.

(5)  Shareholder Account Services. BNY may arrange, in accordance with the Fund’s prospectus:

(6)  Communications to Shareholders.

(A)  BNY shall collect and print the data necessary for and mail to Fund shareholders the documents listed below and any other communications and documents that are reasonably related in the ordinary course of business to the other services performed by BNY hereunder. The Fund agrees BNY shall be its exclusive provider of such service; provided that the parties mutually agree on fees as part of the Fee Agreement.

(B)  BNY shall print or mail to Fund shareholders, or both print and mail to Fund shareholders, such other documents or instruments as the Fund may reasonably request in Instructions, such as prospectuses, periodic reports and other shareholder materials.

(7)  Records.

(A)  BNY shall maintain records of the accounts for each shareholder showing the following information to the extent received by BNY:

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(B)  BNY shall maintain the records required by Section 31(a) of the 1940 Act to be kept by the Fund with respect to the Services performed hereunder by BNY on behalf of the Fund, and shall keep such other records in connection with performing the Services as may be specified in the Written Procedures.

(8)  Lost or Stolen Certificates. BNY shall place a stop notice against any certificate reported to BNY to be lost or stolen and shall comply with the Securities Laws with respect to the reporting of such certificates. A new certificate shall be issued and registered only upon BNY’s receipt of the following, in a form approved in advance by BNY, properly completed and executed by the relevant shareholder:

(9)  Shareholder Inspection of Stock Records. Upon a request from any Fund shareholder to inspect stock records, BNY will notify the Fund and the Fund will on a timely basis issue instructions authorizing or denying such inspection access. Absent authorizing instructions from the Fund or legal process compelling access, BNY will deny access to Fund stock records upon such a request. Unless BNY has acted contrary to the Fund’s instructions, other than when such contrary action occurs pursuant to legal process, the Fund agrees to and does hereby release and indemnify BNY in accordance with Section 12 from any liability for refusal of permission for a particular shareholder to inspect the Fund’s records.

(10)  Withdrawal of Shares and Cancellation of Certificates. Upon receipt of Instructions, BNY shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

(11)  SEC Rule 17Ad-17.

(A)  BNY shall perform such services as are required in order to comply with Rule 17Ad-17 of the 1934 Act (the “Rule 17Ad-17”), including but not limited to the following:

(B)  For purposes of clarification: Section 3(a)(11)(A) does not obligate BNY to perform the services described therein for broker-controlled accounts, omnibus accounts and similar accounts with respect to which BNY does not receive or maintain information which would permit it to determine whether the account owner is a lost securityholder or an unresponsive payee.

(12)  Tax Advantaged Accounts.

(A)  Certain definitions:

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(B)  In addition to appropriate services provided to a Custodied Account and Participants in accordance with other provisions of Section 3(a), BNY shall provide the following administrative services to the extent the particular administrative service is appropriate under the Code, subject to applicable terms and conditions of the Code, this Agreement, Written Procedures, Account Documentation and the Fund’s prospectus:

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(C)  BNY shall arrange for BNY Trust, BNY Mellon Bank or other qualified institution (which may be an Affiliate of BNY) to serve as custodian for the Tax Advantaged Accounts. The institution serving as custodian pursuant to the foregoing authorization is referred to herein as the “Custodian”. In consideration for such service and the services of the Custodian, the Fund agrees as follows:

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BNY shall not be obligated to convert to the BNY System, or provide a Custodian for, any Tax-Advantaged Accounts of the Fund which BNY determines are not bound by BNY Account Documentation or by account documentation substantially similar in all material respects with the BNY Account Documentation.

(D)  In consideration for BNY or the Custodian furnishing any one or more of the services provided for in this Section 3(a)(12), the Fund shall pay to BNY the related Fees and Reimbursable Expenses as set forth in the Fee Agreement. The Fund may direct BNY to collect such Fees and Reimbursable Expenses from the assets in relevant Tax Advantaged Accounts upon appropriate disclosure to Participants, but shall remain responsible for such Fees and Reimbursable Expenses to the extent it does not so direct BNY or such amounts are not collectable from the Tax Advantaged Accounts.

(13)  Print Mail. The Fund hereby engages BNY as its exclusive print/mail service provider with respect to the print/mail items listed in the Fee Agreement at the fees set forth in the Fee Agreement.

(14)  Legal Process. (A)  In the event (i) BNY directly receives a US Legal Process Item (defined immediately below) that has been properly served, (ii) the Fund receives a US Legal Process Item that has been properly served and delivers the US Legal Process Item to BNY, or (iii) the Fund accepts

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service of a US Legal Process Item that has not been properly served and delivers the US Legal Process Item to BNY and requests that it be serviced by BNY, BNY will act in accordance with the applicable Instructions or Written Procedures in effect between the Fund and BNY. “US Legal Process Item” means a Legal Process Item (defined immediately below) which originates from and requires a response to a jurisdiction in the “United States”, which is hereby defined to mean the states of the United States and the District of Columbia. “Legal Process Item” means civil and criminal subpoenas, court orders, civil or criminal seizure or restraining orders, writs of execution, IRS and state tax authority civil or criminal notices including notices of lien or levy, and other functionally equivalent legal process instruments directing the Fund, or BNY in its capacity as transfer agent for the Fund, to take an “Administrative Action”, which is hereby defined to mean the furnishing of information about a shareholder or a shareholder account, the production of documents within BNY’s possession or control relating to a shareholder or a shareholder account, and such other ministerial, transactional, recording, processing or administrative actions with respect to a shareholder or a shareholder account that is within the scope of services provided for in another subsection of this Section 3 or is a service ancillary to those services. For clarification: This Section 3(a)(14) requires BNY only to perform Administrative Actions with respect to a Legal Process Item and does not require BNY to take any other action with respect to a Legal Process Item, including without limitations, the filing of an objection, answer, claim, defense or other pleading, communication with a court, attorney or other person, involvement of any nature in a legal proceeding and actions that by law or common practice are performed by attorneys (“Legal Response”). Legal Responses shall be the responsibility of the Fund, including with respect to a Legal Process Item that may require both an Administrative Action and a Legal Response. Notwithstanding the foregoing sentence, BNY may in its reasonable discretion seek to limit or reduce by any reasonable means the scope and coverage of a Legal Process Item and seek extensions of the period to respond without incurring any duty to perform any other conduct that may constitute a Legal Response.

(B)  BNY’s only obligations with respect to a Legal Process Item originating from or requiring a response to a jurisdiction other than within the United States, notwithstanding that such legal process item may be directed at BNY as agent of the Fund, shall be (i) if received by BNY, to forward it to the Fund, and (ii) to act in accordance with Instructions received from the Fund but solely to the extent the Instructions direct BNY to take an Administrative Action.

(15)  Unclaimed Property Services.

(A)  Subject to the further provisions of this Section 3(a)(15) and to Sections 9(f) and 19(c), BNY shall implement procedures on behalf of the Fund that are reasonably designed to assist the Fund to comply with the unclaimed property laws and regulations of the States and Territories of the United States (as defined below) (“Unclaimed Property Laws”) with respect to Eligible Property (as defined below). In connection with its performance of the foregoing services (“Unclaimed Property Services”), BNY shall be entitled to implement procedures consistent with practices adopted by mutual funds and other mutual fund service providers, procedures it determines represent reasonable risk based on the reasoned analysis of counsel, procedures based on communications with the agencies enforcing and administering the Unclaimed Property Laws, the administrative practices of such agencies and interpretations of the Unclaimed Property Laws by such agencies and BNY shall not be liable for reasonable conduct undertaken in accordance with any of the foregoing. For purposes of the foregoing:

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(B)  BNY shall have no liability for any Loss arising (i) with respect to Eligible Property deemed abandoned or unclaimed under an Unclaimed Property Law before the UPS Commencement Date (as defined immediately below) but which was not reported or delivered to the applicable jurisdiction as required by an Unclaimed Property Law; (ii) from any inaccuracy in, or from the absence of any data or information from, any records of the Fund relating to any period prior to the UPS Commencement Date that adversely impacts BNY’s ability to perform the Unclaimed Property Services or BNY’s ability to comply with an Unclaimed Property Law on behalf of the Fund, including without limitation absences due to the failure to record the occurrence or non-occurrence of events relevant to an Unclaimed Property Law; (iii) from any other failure of any party to comply with an Unclaimed Property Law or to perform a service required for accurate, timely and complete future compliance with an Unclaimed Property Law, other than a failure by BNY to perform in accordance with this Section 3(a)(15) (collectively, “Compliance Failures”). BNY will in good faith seek to respond to Compliance Failures of which it becomes aware or respond to a Compliance Failure only upon the request of the Fund and in accordance with a written agreement reached with the Fund regarding the response, but BNY shall have no liability for any course of conduct undertaken in good faith in accordance with the foregoing. The Fund alone shall be exclusively liable for and shall directly pay any fines, penalties, interest or other monetary liability, payment obligations or remediation requirements that arise due to a Compliance Failure. Notwithstanding any other provision of the Agreement, the Fund shall indemnify BNY for all Loss BNY suffers or incurs as a result of or in connection with any Compliance Failure, including without limitation all Loss suffered or incurred as a result of seeking in good faith to respond to the Compliance Failure. In addition to any fees and reimbursement of expenses that BNY may be entitled to under Section 3(a)(15), in the event BNY performs any services in connection with Compliance Failures BNY shall be entitled to be paid fees for such services at the rate set forth in the Fee Agreement, or if no applicable fee is set forth therein, at commercially reasonable rates, and to a reimbursement of all reasonable expenses incurred in connection with such services, and the Fund shall pay BNY such fees and reimburse BNY for such expenses upon being invoiced. “UPS Commencement Date” means the date the Fund was converted to the BNY System or, if applicable, the date that individual accounts within the Fund were converted to the BNY System, or, if later than either of the foregoing, the date BNY commenced providing Unclaimed Property Services to the Fund or, if applicable, to an individual account within the Fund.

(C)  (i)  The Fund shall be the “holder” under all Unclaimed Property Laws, as that term or its equivalent is used and defined in the Unclaimed Property Laws, and BNY acts solely as agent of the Fund in performing the Unclaimed Property Services.

(ii)  The Fund hereby authorizes BNY to sign reports, to sign letters, to communicate with government representatives, current and former shareholders and other appropriate third parties and otherwise to act in all manners on behalf of and in the name of the Fund and to utilize all tax identification numbers or other appropriate identifying numbers or data of a Fund (“Identification Data”) in the scope and manner BNY reasonably determines to be appropriate to perform the Unclaimed Property Services, including for clarification utilizing the Identification Data associated with each specific portfolio of the Fund (including each class, series, tier or other subdivision of a portfolio, if any) for reporting purposes if such is determined to be appropriate based on an Unclaimed Property Law.

(iii)  Notwithstanding subsection (ii) above: the Fund is responsible for signing all abandoned property reports and other written instruments appropriate to BNY’s performance of services under this Section 3(a)(18) as agent of the Fund and BNY shall not be obligated to sign any such reports or instruments on behalf of the Fund; and to the extent BNY does sign a report or instrument it is for the purpose of facilitating its performance of services under this Section 3(a)(18) and not a waiver of the Fund’s obligation hereunder.

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(iv)  The Fund agrees to execute and deliver to BNY all documentation or instruments that may be requested by BNY to evidence the authorization of subsection (ii) above but agrees that the authority of BNY to act on behalf of and in the name of the Fund as described above and to use the Identification Data shall not be diminished or revoked by the absence of such documentation or instruments, and the Fund irrevocably releases BNY from any and all Claims against BNY on the grounds of absence of the authority granted by subsection (ii) above. This Section 3(a)(18)(B) shall survive any termination of the Agreement.

(D)  The Fund agrees, upon the reasonable request of BNY, to:

(E)  The Fund agrees that upon any termination of the Agreement it will cause all property held in bank accounts maintained by BNY for or on behalf of the Fund, and all property held in Fund shareholder accounts maintained by BNY on a Fund’s behalf, to be transferred to the Fund or to a successor service provider and BNY may condition completion of Deconversion Services on the completion of arrangements reasonably satisfactory to BNY for such transfers.

(16)  Cost Basis Reporting. In accordance with IRS Regulations, utilizing relevant information provided to BNY in the ordinary course of performing the services provided for in the Agreement, report cost basis information to shareholders on an average cost basis by tax year and Shares, except when the Shareholder requests such reporting to occur on another basis permitted by the Written Procedures.

(17)  FATCA Services. BNY shall implement on behalf of the Fund the “FATCA Services,” which is hereby defined to mean processes and procedures reasonably designed for the Fund to comply on a commercially reasonable, material basis, to the extent applicable, with: (i) Chapter 4 of Subtitle A, Sections 1471 through 1474, of the Code (as defined in clause (ii) of the definition of Code in Schedule A) (the foregoing being commonly referred to as the Foreign Account Tax Compliance Act) (“FATCA”), all as in effect as of the Effective Date, and (ii) subject to Sections 9(f) and 19(c) of the Agreement, modifications to FATCA and new Code provisions related to FATCA that become effective after the Effective Date, as agreed to by BNY, pursuant to said Sections.

(b)  Anti-Money Laundering Program Services. BNY will perform the services described in subsections (1) through (7) of this Section 3(b) and the Fund agrees to pay the fees applicable to the service as set forth in the Fee Agreement (“AML Services”).

(1)  Anti-Money Laundering.

(A)  BNY will perform actions reasonably designed to assist the Fund in complying with Section 352 of the USA PATRIOT Act, as amended, including that BNY will: (i) establish and implement written internal policies, procedures and controls reasonably designed to prevent the Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with applicable provisions of the Bank Secrecy Act (31 U.S.C. 5311, et seq.) (“Bank Secrecy Act”) and implementing

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regulations thereunder; (ii) provide for independent testing, by an employee who is not responsible for the operation of BNY’s anti-money laundering (“AML”) program or by a qualified outside party, for compliance with BNY’s written AML policies and procedures; (iii) designate a person or persons responsible for implementing and monitoring the operation and internal controls of BNY’s AML program; (iv) provide ongoing training for appropriate persons, and (v) implement appropriate risk-based procedures for conducting ongoing shareholder due diligence to include but not be limited to (aa) understanding the nature and purpose of shareholder relationships for the purposes of developing a shareholder risk profile, and (bb) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update shareholder information, including information regarding the beneficial owners of legal entity shareholders.

(C)  Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(1) relates solely to Fund compliance with Section 352 of the USA PATRIOT Act and does not relate to any other obligation the Fund may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

(A)  BNY will perform the following actions reasonably designed to assist the Fund in complying with requirements regarding a due diligence program for “foreign financial institution” accounts in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 312 of the USA PATRIOT Act, as amended (“FFI Regulations”), including that BNY will do the following:

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(B)  Nothing in Section 3(b)(2) shall be construed to require BNY to perform any course of conduct that is not required for Fund compliance with the FFI Regulations.

(C)  Without limiting or expanding subsections (A) or (B) above, the parties agree this Section 3(b)(2) relates solely to Fund compliance with Section 312 of the USA PATRIOT Act and does not relate to any other obligation the Fund may have under the USA PATRIOT Act, including without limitation Section 326 thereof.

(A)  BNY will perform the following actions reasonably designed to assist the Fund in complying with the requirements regarding the implementation, maintenance and application of a customer identification program in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 326 of the USA PATRIOT Act (“CIP Regulations”), including that BNY will do the following:

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(B) To assist the Fund in complying with the Customer Due Diligence Requirements for Financial Institutions promulgated by FinCEN (31 CFR § 1020.230) pursuant to the Bank Secrecy Act (“CDD Rule”), BNY will maintain and implement written procedures that are reasonably designed to:

(C) The Fund desires, after review of the customer identification program services described above, to engage BNY for the provision of the above services as part of its overall compliance program.

(D) Nothing in Section 3(b)(3) shall be construed to require BNY to perform any course of conduct that is not required for Fund compliance with the CIP Regulations, including by way of illustration not limitation the collection of Data Elements or verification of identity for individuals opening Fund accounts through financial intermediaries which use the facilities of the National Securities Clearing Corporation.

(4)  FinCEN Requests Under USA PATRIOT Act Section 314(a). BNY will provide the services set forth in this Section 3(b)(4) with respect to FinCEN Section 314(a) information requests (“Information Requests”) received by the Fund. Upon receipt by BNY of an Information Request delivered by the Fund in full compliance with all 314(a) Procedures (as defined below), BNY will compare appropriate information contained in the Information Request against relevant information contained in account records maintained for the Fund. Information relating to potential matches resulting from these comparisons, after review by BNY for quality assurance purposes (“Comparison Results”), will be made available to the Fund in a timely manner. In addition, a potential match will be analyzed by BNY in conjunction with other relevant activity contained in records for the particular relevant account, and if, after such analysis, BNY determines that further investigation is warranted because the activity might constitute “suspicious activity”, as that term is used for purposes of the USA PATRIOT Act, then BNY will deliver a suspicious activity referral to the Fund. BNY shall have no responsibility for filing reports with FinCEN that may be appropriate based on the Comparison Results or a referral. Such responsibility, as between the Fund and BNY, shall remain with the Fund exclusively. “314(a) Procedures” means the procedures adopted from time to time by BNY governing the delivery and processing of Information Requests transmitted by BNY’s clients to BNY, including without limitation requirements governing the timeliness, content, completeness, format and mode of transmissions to BNY.

(A)  BNY will compare Appropriate List Matching Data (as defined in subsection (C) below) contained in BNY databases which are maintained for the Fund pursuant to this Agreement (“Fund List Data”) to “U.S. Government Lists”, which is hereby defined to mean the following:

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(B)  In the event that following a comparison of Fund List Data to a U.S. Government List as described in subsection (a) BNY determines that any Fund List Data constitutes a “match” with the U.S. Government List in accordance with the criteria applicable to the particular U.S. Government List, BNY:

(C)  “Appropriate List Matching Data” means (A) account registration and alternate payee data, to the extent made appropriate by statutes, rules or regulations governing the U.S. Government Lists, (ii) data determined by BNY in light of statutes, rules or regulations governing the U.S. Government Lists to be necessary to provide the services described in this Section 3(b)(5), and (iii) data the parties agree in writing to be necessary to provide the services described in this Section 3(b)(5).

(D)  BNY may fulfill its obligations under this Section 3(b)(5) by utilizing commercially available lists that contain the data promulgated as the U.S. Government Lists, whether such lists consist of data exclusive to one U.S. Government List or of data representing a combination of several watch lists, including several U.S. Government Lists.

(6)  Legal Process SAR Referral. Upon the conclusion of the legal process service described in Section 3(a)(14), BNY will review the Legal Process Item and other pertinent account records to determine whether such information reasonably indicates “suspicious activity” has occurred, and if it determines suspicious activity has occurred deliver a suspicious activity referral to the Fund.

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(7)  Suspicious Activity Monitoring. BNY will maintain and implement procedures reasonably designed to assist the Fund in complying with rules promulgated by FinCEN under the Bank Secrecy Act (31. C.F.R § 1024.320) with respect to the monitoring for suspicious activity that may occur in connection with the Fund and its shareholders during BNY’s performance of transaction processing and recordkeeping services hereunder and if in the course of such monitoring it determines that any of such activities could indicate the existence of suspicious activity and that an investigation of the potential suspicious activity is warranted, then BNY will deliver a suspicious activity referral to the Fund in a timely manner.

(8)  BNY agrees to permit governmental authorities with jurisdiction over the Fund to conduct examinations of the operations and records relating to the services performed by BNY under this Section 3(b) upon reasonable advance request and during normal business hours and to furnish copies at the Fund’s cost and expense of information reasonably requested by the Fund or such authorities and relevant to the services.

(9)  For purposes of clarification: All Written Procedures relating to the services performed by BNY pursuant to this Section 3(b) and any information, written matters or other recorded materials relating to such services and maintained by BNY shall constitute Confidential Information of BNY, except to the extent, if any, such materials constitute Fund records under the Securities Laws.

(10)  Notwithstanding any other term of this Section 3(b), application of specific AML Services to particular applying persons, accounts and account owners shall occur in accordance with BNY’s Written Procedures. Without limiting the generality of the foregoing, BNY will have no obligation to provide AML Services with respect to shareholder accounts opened by financial intermediaries on behalf of their customers, or with respect to the owners of such accounts, whether opened through public or private electronic communication channels with BNY, Internet portals or applications hosted by BNY, the NSCC or otherwise, unless expressly provided for in the Written Procedures.

(11)  Nothing herein is intended to relieve the Fund from obligations it may have under the Bank Secrecy Act, the USA PATRIOT Act, regulations of FinCEN, and all other laws and regulations, as they may be constituted from time to time (“Fund AML Laws”), for complying with the Fund AML Laws, “) and for overseeing BNY’s performance of the services delegated to it hereunder. Section 3(b) of the Agreement shall not be construed to impose on BNY any obligation other than to engage in the specific course of conduct specified by the provisions therein, and in particular shall not be construed to impose any other obligation on BNY to design, develop, implement, administer, or otherwise manage compliance activities of the Fund. The services provided pursuant to this Section 3(b) may be supplemented or amended at any time and from time to time by BNY, in its reasonable discretion, upon prior notice to the Fund, to address relevant requirements of the Bank Secrecy Act, the USA PATRIOT Act, regulations of FinCEN, and all other laws and regulations, as they may be constituted from time to time (“Fund AML Laws”) and the description of services contained in Section 3(b) shall be deemed supplemented or amended accordingly without written amendment pursuant to Section 16(a). BNY shall provide to the Fund for its review notice of the nature or content of any such changes that BNY reasonably believes the Fund should be informed about and consult with the Fund to the extent requested by the Fund due to any responsibilities of the nature described in the first sentence of this Section 3(b)(11).

(1)  BNY will provide the “Red Flags Services”, which are hereby defined to mean the following services:

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(2)  The Fund agrees it is responsible for complying with and determining the applicability to the Fund of Section 615(e) of the Fair Credit Reporting Act of 1970, as amended, and regulations promulgated thereunder by the SEC or other applicable federal agency (the “Red Flags Requirements”), and for

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determining the extent to which the Red Flags Services assist the Fund in complying with the Red Flags Requirements. This Red Flags Section shall not impose any duty to take any action upon the occurrence of a Red Flag other than as expressly provided for in this Red Flags Section. The Controls and the Red Flags Services may be supplemented or amended at any time and from time to time by BNY in its reasonable sole discretion to address the Red Flags Requirements, as they may be constituted from time to time. BNY shall provide to the Fund for its review notice of the nature or content of any such change that it reasonably believes the Fund should be informed about and consult with the Fund to the extent requested by the Fund due to any responsibilities of the nature described in the first sentence of this Section 3(c)(2).

(d)  Access To And Use Of The BNY System. The terms of Schedule C to this Agreement shall be separately executed by BNY and the Investment Company prior to the Service Effective Date, at which point it shall become a part of and Schedule to this Agreement, The terms of Schedule C shall apply to the Fund’s access to and use of any component of the BNY System (as defined in Schedule C). BNY shall provide the Fund with access to and use of those components of the BNY System for which the Fund pays a fee in accordance with the Fee Agreement or with respect to which the Fee Agreement indicates the fee is included in the Account Fees (as such term is used in the Fee Agreement).

(a)  Each party shall take commercially reasonable measures to keep the Confidential Information (as defined in subsection (b) below) of the other party in confidence and to allow use and disclose of and access to Confidential Information solely in connection with the activities contemplated by this Agreement as authorized by this Agreement or as otherwise expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. In complying with the first sentence of this subsection (a), each party shall use at least the same degree of care it uses to protect its own confidential information.

(b)  Subject to the exceptions, qualifications and other terms of subsections (c) and (d) below, “Confidential Information” means (i) this Agreement and its contents, all compensation agreements, arrangements respecting this Agreement, and disputes pertaining to the Agreement, (ii) information and data of, owned by or about a disclosing party or its affiliates, customers, or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or BNY, their respective subsidiaries and Affiliates and the customers, clients and suppliers of any of them; (B) scientific, technical or technological information, a design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or BNY a competitive advantage over its competitors; (C) a confidential or proprietary concept, documentation, report, data, specification, computer software, source code, object code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable; (D) information related to security, disaster recovery, business continuity and any other operational plans, procedures, practices and protocols; and (E) anything designated as confidential, and (iii) to any extent not included within clause (i) or clause (ii) above, with respect to BNY, the Proprietary Items (as defined in Schedule C), any information within the BNY System accessed by the Fund that is not Company Data (as defined in Schedule C) or any information provided by BNY from within the BNY System that is not Company Data.

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(c)  Information or data that would otherwise constitute Confidential Information under subsection (b) above shall not constitute Confidential Information to the extent it:

(d)  Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement:

(e)  Subject to the exceptions in (d), each party agrees not to publicly disseminate, broadcast or release Confidential Information of the other party or mutual Confidential Information even if such action otherwise could be construed to be permitted by other provisions of this Section 4.

(f)  The provisions of this Section 4 shall survive termination of this Agreement for a period of three (3) years after such termination.

5.  Privacy. 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 take commercially reasonable measures to limit disclosure of the non-public personal information of investors in the Fund obtained under this Agreement to disclosures appropriate to carrying out the activities contemplated by this Agreement or as otherwise permitted by law or regulation. BNY agrees to implement and maintain commercially reasonable security measures to protect “personal information”, as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth (“Massachusetts Privacy Regulation”), consistent with the Massachusetts Privacy Regulation and any applicable federal regulations. BNY will implement and maintain a comprehensive information security program with written policies and procedures reasonably designed to protect the confidentiality and integrity of the non-public personal information of the Fund’s current and former shareholders. The information security program will contain administrative, technical and physical safeguards reasonably designed to: (i) protect the security and confidentiality of such information; (ii) protect against any anticipated threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to individuals, and (iv) provide for appropriate disposal of such information. Beginning December 3, 2025, BNY as a transfer agent will be considered a “covered institution” as defined under 17 CFR Part 248.30. BNY will comply in all material respects with the requirements of the amended Regulation S-P as set forth in 17 CFR 248.30 applicable to it as the transfer agent for the Funds upon the effectiveness of such requirements.

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6.  Cooperation with Accountants. BNY shall cooperate with the independent public accountants for the Fund and shall take commercially reasonable measures to furnish or to make available to such accountants information relating to this Agreement and BNY’s performance of the obligations hereunder as requested by such accountants and necessary for the expression of their opinion.

7.  Ownership Rights. Ownership rights with respect to property utilized in connection with the parties’ use of the BNY System shall be governed by applicable provisions of Schedule C.

(a)  As compensation for services rendered by BNY during the term of this Agreement, the Fund will pay to BNY such fees and charges (the “Fees”) as may be agreed to from time to time in writing by the Fund and BNY (the “Fee Agreement”). In addition, the Fund agrees to pay, and will be billed separately in arrears for, reasonable expenses incurred by BNY in the performance of its duties hereunder (“Reimbursable Expenses”).

(b)  BNY may establish demand deposit accounts or other accounts in its own name for the benefit of the Fund at BNY Mellon Bank for the purpose of administering funds received by BNY in the course of performing its services hereunder (“Service Accounts”). BNY and BNY Mellon Bank may derive a benefit from the funds placed on deposit with BNY Mellon Bank in Service Accounts due to the availability of the funds for use by BNY Mellon Bank in their business operations and BNY takes that possibility of deriving benefit from such funds into consideration when determining the Fees and other

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terms set forth in the Fee Agreement. As of the Effective Date, BNY does not receive any balance credits, interest income, dividend income or other money or money-equivalent benefits (“Monetary Benefits”) with respect to Service Accounts but reserves the right to retain any Monetary Benefits related to Service Accounts that may accrue to it or be paid to it in the future as well as the right to transfer amounts between Service Accounts for cash administration purposes.

(c)  In connection with BNY’s performance of transfer agency services, the Fund acknowledges and agrees that:

(d)  The undersigned hereby represents and warrants to BNY that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY or to the adviser or sponsor to the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up-front payments, signing payments or periodic payments made or to be made by BNY to such adviser or sponsor or any affiliate of the Fund relating to the Agreement have been fully disclosed to the Board and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

(e)  No termination of this Agreement shall cause, and no provision of this Agreement shall be interpreted in any manner that would cause, BNY’s right to receive payment of its fees and charges for services actually performed hereunder, and the Fund’s obligation to pay such fees and charges, to be barred, limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of any nature.

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(f)  Provisions of this Agreement providing for BNY to receive commercially reasonable compensation or fees and reimbursement of expenses from the Fund for services or a course of conduct it might perform supplemental to the services expressly provided for herein or in circumstances outside the ordinary course of business shall not be diminished to any degree solely due to such compensation, fees and reimbursable expenses not being expressly provided for in the Fee Agreement.

(g)  In the event the Fund or any class, tier or other subdivision of the Fund is liquidated, ceases operations, dissolves or otherwise winds down operations (“Dissolution Event”) or effects a final distribution to shareholders (a “Final Distribution”), the Fund shall be responsible for paying to BNY all fees and reimbursing BNY for all reasonable expenses associated with services to be provided by BNY in connection with the Dissolution Event or Final Distribution, whether provided pursuant to a specific request of the Fund or provided by BNY due to industry standards or due to obligations under applicable law or regulation by virtue of the services previously performed for Fund (“Final Expenses”). The Fund shall (i) as promptly as practicable notify BNY in reasonable detail of actions taken by its Board with respect to any Dissolution Event or Final Distribution or any significant aspect of a Dissolution Event or Final Distribution, and furnish BNY with copies of materials filed with the SEC or other applicable regulatory authority or distributed to shareholders with respect to a Dissolution Event or Final Distribution, (ii) calculate, set aside, reserve and/or withhold, in accordance with applicable law, from the Final Distribution or from any distribution subsequent to Board approval of the Dissolution Event or Final Distribution all amounts necessary to pay the Final Expenses and shall notify BNY as far in advance as practicable of any deadline for submitting materials appropriate or necessary for the determination of such amounts, and (iii) provide sufficient staff or make other accommodations to ensure timely payment of Final Expenses as they come due.

(a)  Where BNY is required under this Agreement to take action only upon instructions, BNY shall do so upon receipt of Instructions which may be standing Instructions. Any Instructions given to BNY shall bind the Investment Company, Shareholder or a Fund, as applicable.

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

(c)  The Investment Company acknowledges and agrees that: (i) any Authorized Person is authorized to give Instructions to BNY for the purposes of this Agreement and BNY shall be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions; (ii) the Investment Company shall be responsible for ensuring that only Authorized Persons issue Instructions; (iii) BNY shall rely on the authenticity of the signatures and Instructions given, purported to be given or are otherwise authenticated; and (iv) the Investment Company shall ensure that all Authorized Persons safeguard and treat with utmost care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.

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

(e)  Notwithstanding any other provision of this Agreement, Instructions, directions and other communications provided under this Agreement may be given to BNY by letter, or other electronic or electro-mechanical means deemed acceptable by BNY, including the use of applications or portals supported by BNY, subject to such additional terms and conditions BNY may require.

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(f)  BNY may apply to an Authorized Person for Instructions with respect to any matter arising in connection with BNY’s performance hereunder, and BNY shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions.

(g)  BNY may in its sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 10 or that conflict with applicable law or regulations or BNY’s operating policies and practices, in which event BNY will notify the Investment Company or Fund.

(a)  BNY’s sole and exclusive monetary liability to the Fund (and all persons claiming through or for the Fund) under this Agreement shall be for the money damages (i) that result from BNY’s material breaches of the Agreement that constitute the intentional misconduct, reckless disregard of its duties , fraud or negligence in the performance of an obligation under this Agreement (“Liable Conduct”), and (ii) that are not excluded by another provision of this Agreement.

(b)  BNY’s maximum aggregate cumulative monetary liability to the Fund and all persons or entities claiming through the Fund, considered as a whole, for all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not excluded by another provision of this Agreement, shall not exceed the fees actually paid to BNY by the Investment Company for services provided hereunder during the twelve (12) full calendar months immediately preceding the last Loss Date, or, if the last Loss Date occurs prior to the completion of twelve (12) full calendar months following the Service Effective Date, the greater of (A) all Fees paid with respect services rendered during the full calendar months that have elapsed subsequent to the Service Effective Date (“Elapsed Months”), or (B) the average monthly amount of Fees paid during the Elapsed Months multiplied by 12; provided, however, that such limitation of liability shall not be applicable to any act or omission of BNY or any Affiliate of BNY constituting gross negligence or fraud in the performance of this Agreement.

(c)  Notwithstanding any other provision, and for all purposes, of this Agreement:

Neither party nor its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: extraordinary forces of nature and natural disasters, such as floods, hurricanes, severe storms (storms with one or more severely destructive forces comparable to hurricane but not meeting technical hurricane criteria), tornados, earthquakes and wildfires; national or local states of emergencies; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; building or area evacuations ordered by lawful authority; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; denial of service attacks; non-performance by third parties (other than subcontractors of BNY for causes other than those described herein); or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the foregoing; provided that in all cases BNY maintains and implements a disaster recovery and business continuity plan in accordance with Section 8 (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected Party shall contact the other Party as soon as reasonably practicable and shall be excused from any non-performance caused by the Event Beyond Reasonable Control for so long as the Event Beyond Reasonable Control or damages caused by it prevail and such party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted, including invoking disaster recovery or business continuity plans when applicable.

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(d)  BNY shall not be liable for any Loss arising out of any action, omission or conduct of any prior service provider of the Fund occurring prior to the Effective Date or for any failure to discover any action, omission or conduct of any prior service provider of the Fund that caused or could cause Loss.

(e)  Notwithstanding any other provision of this Agreement, except to the extent a provision may expressly provide for indemnification of all Loss, in which case indemnification for all Loss shall be permitted, in no event shall BNY, its Affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable under the Agreement under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other losses which are not direct damages regardless of whether such losses or damages were or should have been foreseeable and regardless of whether any entity or person has been advised of the possibility of such losses or damages, all and each of which such loss is hereby excluded by agreement of the parties.

(f)  Upon the actual knowledge by a party of the occurrence of any event which might cause any Loss to the other party, the party with such knowledge shall, as soon as reasonably practicable: (i) notify the other party of the occurrence of such event and (ii) use commercially reasonable efforts to take reasonable steps under the circumstances to mitigate damages for which the other party may become responsible.

(g)  With respect to securities data, files, reports, information and research furnished to BNY by third parties (not delegated duties, subcontracted or otherwise engaged by BNY to perform the services hereunder on its behalf) and included in the BNY System (“Securities Data”), the Fund acknowledges that BNY makes no warranty concerning the Securities Data and BNY disclaims all responsibility for the Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and BNY shall not be liable for Loss caused by Errant Securities Data (as defined below); provided, however, with respect to transaction activity communicated to BNY by the DTCC or NSCC, BNY will maintain commercially reasonable processes and procedures to detect and attempt to resolve rejected transactions. “Errant Securities Data” means Securities Data not being provided to BNY with the content and at the time which is standard for the industry or which is required for or used in the performance of any service provided for in the Agreement.

(h)  If BNY becomes aware of a matter that involves a signature guarantee, signature validation, or any other guarantee or certification regarding a signature, document or instrument, a fraudulent signature, document or instrument, a document or instrument that is alleged to be fraudulently procured, tendered or negotiated, any other matter involving a payment instrument, a payment or funds transfer system, or a payment clearance system, and any other matter that may give rise to a claim for recovery under applicable law or regulation or the rules of an industry utility (such as the NSCC or NACHA), BNY will take commercially reasonable measures to investigate the facts of the matter and upon the conclusion of the investigation provide to the Fund with access to all materials and information gathered during the investigation not subject to a confidentiality obligation to third parties and thereafter, as between the Fund and BNY, any further action on behalf of the Fund or a shareholder in connection with the matter investigated shall be the sole and exclusive responsibility of the Fund. BNY shall cooperate reasonably to provide information in its possession at the time in any ongoing investigation conducted by the Fund into such matters.

(i)  BNY shall be entitled to rely on, and engage in conduct based upon, its reasonable interpretation of “Legal Authority” (which is hereby defined to mean all laws and all regulations, rules, legal process and other acts and communications of an official nature of governmental, quasi-governmental bodies, regulatory and self-regulatory bodies) and the analysis and advice of legal counsel, including such reliance and conduct in circumstances when available Legal Authority is in conflict or does not provide unambiguous precedent or guidance. BNY may rely and act in accordance with the analysis and advice of legal counsel that is reasoned notwithstanding the existence or availability of a differing legal analysis or advice or of different interpretations.

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(j)  In connection with any dispute or action between the parties to this Agreement , unless recovery of legal fees or expenses is expressly provided for by a particular provision: no party to this Agreement shall be liable to any other party to this Agreement for any costs or expenses of any nature related to legal counsel, legal representation or legal action, including without limitation costs and expenses associated with litigation, threatened litigation and dispute resolution, court costs and costs of arbitration, discovery, experts, settlement and investigation that arise in connection with any claim, indemnification right, action or demand made or sought under this Agreement; each party shall bear its own such costs and expenses.

(k)  Any Loss incurred by any party to the Agreement or its Affiliates as a result of any one or more of the events or circumstances described immediately below shall be the responsibility and liability of the Fund and in the event any such Loss is identified by BNY or its Affiliates and BNY complied in all material respects with its Written Procedures as reasonably documented by BNY in any summary information provided to the affected Fund(s) by BNY regarding such Loss:

(l)  To the extent BNY does not follow the Applicable Procedures in all material respects BNY shall be liable for that portion of the Fraud Loss not otherwise excluded by this Agreement directly arising from such conduct. In the event Fraud Loss is incurred by BNY or its Affiliates and not excludable pursuant to the immediately preceding sentence, the Fund agrees to reimburse BNY within a reasonable period following its receipt of a request from BNY and reasonable evidence of the Fraud Loss.

(m)  The Fund assumes exclusive responsibility for the consequences of any Instructions provided by an Authorized Person to BNY, provided that such consequences do not arise out of BNY’s Liable Conduct. Absent Liable Conduct on the part of BNY, BNY shall not be liable to the Investment Company or a Fund for any Loss of a Fund, and the Fund shall indemnify and defend BNY in accordance with Section 12 against all Loss, directly or indirectly arising from or incurred due to or in connection with:

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(a)  This Agreement shall be effective on the Effective Date and continue, unless validly terminated pursuant to this Section 13 prior thereto, until the date which is the fifth (5th) anniversary of the Service Effective Date (the “Initial Term”).

(b)  (1)  This Agreement shall automatically renew on the final day of the Initial Term and the final day of each Renewal Term for an additional term which will continue until the first (1st) anniversary of such renewal date (each such additional term being a “Renewal Term”), unless the Funds acting collectively, on one hand, or BNY, on the other hand, gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a “Non-Renewal Notice”). In the event a party provides a Non-Renewal Notice, this Agreement shall terminate on the last day of the Initial Term or Renewal Term, as applicable, or, if later and applicable, the later of the day substantially all Services cease to be provided (for avoidance of doubt, other than Trailing Services) or the date the Deconversion (or final Deconversion if more than one) is completed.

(2)  In connection with a termination occurring pursuant to a termination notice provided for in Section 13(c) or 13(d) or a Non-Renewal Notice, if Deconversion Services are requested by the Fund BNY shall make good faith efforts to perform the requested Deconversion Services as of the dates reasonably requested by the Fund, subject to BNY’s existing work and project schedules and the availability of personnel with requisite expertise, and subject to the condition precedent that all parties reasonably

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expected to receive confidential or proprietary information or intellectual property of BNY in connection with the Deconversion execute a non-disclosure agreement with respect to such information and property satisfactory to BNY. BNY shall not be obligated to perform Trailing Services or Deconversion Services in connection with a termination occurring pursuant to Section 13(f) or a termination pursuant to Section 13(c) due to a failure to pay Fees or Reimbursable Expenses.

(c)  If a party (BNY or any Fund) materially breaches this Agreement (a “Defaulting Party”) the other party (on one hand, BNY; on the other hand, the Funds acting collectively) (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party (BNY or the Funds collectively) (“Breach Notice”), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party (“Breach Termination Notice”), in which case this Agreement shall terminate on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Initial Term or then-current Renewal Term, as appropriate), or, if later and applicable, the later of the day substantially all Services cease to be provided (for avoidance of doubt, other than Trailing Services) or the date the Deconversion (or final Deconversion if more than one) is completed.

(d)  (1)  Notwithstanding any other provision of this Agreement, if prior to the expiration of, as appropriate, the Initial Term or the then-current Renewal Term, due to a Change of Control or any other reason, the Fund gives notice to BNY terminating this Agreement, other than pursuant to Section 13(c), or terminating BNY as the provider of any service, or the Fund by its action or inaction causes a Constructive Termination to occur (individually and collectively, “Early Terminations”), the following terms shall apply:

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(2) Notwithstanding any other provision of this Agreement, if any of the accounts serviced by BNY under this Agreement, or assets in such accounts, are removed from the coverage of this Agreement, other than pursuant to (i) merger or closure of a Fund in the normal course of business; (ii) shareholder transactions (for clarification: redemptions, exchanges, transfers or similar dispositions of Shares in an account occurring pursuant to instructions from a record owner or beneficial owner of the account without direction or coordination among accounts of different owners by an Investment Company, a Fund, an affiliate of either or an Affiliate of such affiliate) (“Shareholder Transactions”) or (iii) “Omnibus Conversions”, which are hereby defined to mean broker-dealer initiated consolidations and conversions of individual shareholder accounts into broker-dealer omnibus accounts, and are subsequently serviced by another service provider (including the Fund or an affiliate of the Fund) (collectively, “Removed Accounts”), the Fund will be deemed to have caused an Early Termination with respect to such Removed Accounts as of the day immediately preceding the first such removal of assets or accounts and the Fund shall pay BNY within 30 days of such date an Early Termination Fee calculated as if the Removed Accounts constituted a “Fund” (“Removed Account Fee”).

(e)  (1)  In connection with any termination of this Agreement or services by the Fund, whether alone or in conjunction with other Funds, the Fund shall also pay to BNY the amounts described in clauses (A) and (B) below not later than the “Payment Date”, which is hereby defined to mean (i) the date of termination of the Agreement or service (whether such date is determined by the sending of a Non-Renewal Notice, by designation of a date in a notice of termination or due to the occurrence of a Constructive Termination), or, (ii) if either of the following, or both, should occur before such termination date, the date that either of the following first occurs: (aa) the date of cessation of a substantial portion of the services provided for in Section 3 of the Agreement, or (bb) the date that performance of significant Deconversion Services is scheduled to commence:

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(2) For avoidance of doubt: to the extent BNY performs any services pursuant to Section 3 or Schedule C of the Agreement subsequent to the Payment Date, the Fund shall pay for such services upon being invoiced for such services in accordance with the terms of the invoice.

(3) Within 120 days following the Deconversion (or final Deconversion if more than one):

(4) Within seven (7) days of the notification provided for by Section 13(e)(3)(B), BNY will pay the Fund any amount it owes the Fund and the Fund shall pay BNY any amount it owes BNY.

(f)  Notwithstanding any other provision of this Agreement, BNY may in its sole discretion, upon the happening of any of the following, terminate this Agreement immediately (and, for clarification, immediately cease providing all services hereunder) by sending notice of termination to the Fund: (i) the Fund commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against the Fund any such case or proceeding; (ii) the Fund commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the Fund or any substantial part of its property or there is commenced against the Fund any such case or proceeding; (iii) the Fund makes a general assignment for the benefit of creditors; or (iv) the Fund states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. BNY may exercise its termination right under this Section 13(f) at

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any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. Any exercise by BNY of its termination right under this Section 13(f) shall be without any prejudice to any other remedies or rights available to BNY and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding clause (iii) of Section 15, notice of termination under this Section 13(f) shall be considered given and effective when given, not when received.

(g)  References in this Agreement to a termination of the Agreement on or as of a particular day or date, unless specifically stated to be otherwise, means that termination occurs at 11:59 PM on the particular day or date.

(h)  The termination remedies provided for in this Section 13 are the sole and exclusive termination remedies available with respect to this Agreement.

(a)  BNY shall perform the services provided for in this Agreement in accordance with applicable law and in accordance with the comprehensive written policies, processes, procedures, manuals, documentation and other operational guidelines of BNY governing the performance of the services in effect at the time the services are performed, which are in compliance with applicable law or regulations, rules of the DTCC, NSCC or similar service providers or governmental, regulatory or self-regulatory authority (“Standard Procedures”). BNY may embody in its Standard Procedures, including Standard Procedures for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards (“Industry Standard”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNY is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNY may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. For clarification: the published guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. BNY may revise the Standard Procedures in accordance with the provisions of this Section 14(a).

(b)  Notwithstanding any other provision of this Agreement, the following terms of this Section 14(b) shall apply in the event facts, circumstances or conditions exist or events occur which would require a service to be provided hereunder other than in accordance with BNY’s Standard Procedures, or if BNY is requested by the Fund, or a third party authorized to act for the Fund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a “Non-Standard Procedure”):

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(c)  In the event that Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, BNY will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the Fund, but the Fund agrees to reimburse the costs of legal or expert advice or analysis in obtaining additional materials if requested by the Fund.

(d)  If in the course of acting in accordance with a Non-Standard Procedure, BNY encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, it shall in certain limited circumstances, subject to the prior approval of the Fund, consult with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty and shall include counsel to the Fund, at the Fund’s discretion, and the Fund shall in such circumstances reimburse BNY a portion of the costs associated with such consultation.

15.  Standard of Care; Representations. BNY hereby agrees to act under this agreement at all times in accordance with the standards of care described below and represents and warrants to the Funds, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(a)  It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)  This Agreement has been duly authorized, executed and delivered by BNY in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

(c)  It is conducting its business and acting at all times, including pursuant to any Written Procedures, in compliance in all material respects with applicable laws and regulations applicable to the services provided hereunder, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;

(d)  It is a registered transfer agent under the 1934 Act; and

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(e)  BNY shall act in good faith and exercise reasonable care in the performance of its duties under this Agreement consistent with its activities as transfer agent, shareholder servicing and dividend disbursing agent.

16.  Notices. Notices permitted or required by this Agreement shall be in writing and:

17.  Amendments.

(a)  This Agreement, or any term thereof, including without limitation the Schedules hereto, may be changed only by a written amendment signed by all parties to this Agreement.

(b)  Notwithstanding subsection (a) above, in the event an officer of the Investment Company or other person acting with apparent authority on behalf of the Investment Company requests that BNY perform some or all of the services provided for in this Agreement for a Portfolio not listed on Schedule B, as amended, and such Portfolio accepts such services and the relevant Investment Company or Portfolio pays amounts provided for in the Fee Agreement as Fees and Reimbursable Expenses, then in the absence of an express written statement to the contrary such services are provided in accordance with the terms of this Agreement, Schedule B is deemed amended to include the particular Portfolio and the Portfolio shall be bound by the terms of this Agreement with respect to all matters addressed herein, except that BNY may at any time thereafter terminate such deemed amendment to this Agreement, and terminate services to such Portfolio, if within 60 days of the first such acceptance of services by the Portfolio the Investment Company and BNY do not execute an written amendment to Schedule B on terms mutually acceptable to BNY and the Investment Company in their respective sole discretion. BNY and the Investment Company each reserve the right to negotiate terms appropriate to such additional Portfolios which differ from the terms herein.

18  Assignment; Subcontracting. Except as expressly provided in this Section 18, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing:

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To the extent appropriate under rules and regulations of the NSCC, BNY may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNY may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY gives the Investment Company ninety (90) days’ prior written notice (or such shorter notice as may be commercially practicable under the circumstances, as reasonably determined by BNY in good faith) of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY; and BNY may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY of any of its liabilities hereunder.

19.  Facsimile Signatures; Counterparts. This Agreement may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.

20.  Miscellaneous.

(a)  Entire Agreement. This Agreement, and the related Fee Agreement, embody the final, complete, exclusive and fully integrated record of the agreement of the parties on the subject matter herein and therein and supersedes all prior agreements, understandings, proposals, responses to requests for proposal, memoranda of understanding or memoranda of any other nature, terms sheets, letters of intent and communications of any other nature relating to such subject matter.

(b)  Non-Solicitation. During the effectiveness of this Agreement and for one year thereafter, neither the Fund nor BNY shall not, directly or indirectly, knowingly solicit or recruit for employment or hire, or make a recommendation, or referral or otherwise knowingly assist or facilitate the solicitation or recruitment of any employee of the other party, for employment by any other entity. To “knowingly” solicit, recruit, hire, assist or facilitate, within the meaning of this provision, does not include, and therefore does not prohibit, solicitation, recruitment or hiring of the other party’s employee by another entity if such employee was identified solely as a result of the employee’s response to a general advertisement in a publication of trade or industry interest or other similar general solicitation.

(c)  Changes That Materially Affect Obligations.

(1)  The Fund agrees to provide BNY with at least 30 days advance written notice of any new or modified feature, policy, operation, parameter or other aspect of the Fund’s business that could impact BNY’s provision of the services by requiring revised or new conduct, including without limitation revisions or additions to, or new, Shareholder Materials (“Company Standards”).

(2)  Notwithstanding any other provision of the Agreement, including without limitation the description of services in Section 3:

To the extent that any service or course of conduct of BNY provided hereunder is configured or performed as it is at a particular time in whole or in part due to Company Standards, standards imposed by clearing corporations or other industry-wide service bureaus or organizations, or laws, rules, regulations, orders or

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legal process in effect at such time (“Service Requirements”) and BNY’s performance of a service or a course of conduct related thereto in compliance with any new or amended Service Requirement requires BNY to develop, implement or provide a new or modified service, process, procedure, resource or functionality (“New Service”), BNY shall be obligated to develop and perform a New Service only in accordance with a written amendment to this Agreement entered into in its discretion. If in order to perform an obligation under this Agreement BNY develops, implements or provides a new or modified service, process, procedure, resource or functionality that it may not be obligated to the Fund to develop, implement or provide in accordance with the foregoing sentence but that it develops, implements and provides for clients generally due to a new or revised Service Requirement, BNY it shall entitled to commercially reasonable fees and charges and reimbursement of reasonable expenses for such development, implementation and performance if it elects to invoice Company for such, or to such other fees, charges or expense reimbursement as otherwise mutually agreed by the parties.

(d)  Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(e)  Requested Information and Documentation. The Fund will provide in a timely manner such information and documentation as BNY may reasonably request in connection with providing services under this Agreement and BNY will not be liable for any Loss incurred by the Fund due to a failure or delay in providing such information or documentation.

(f)  Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to its principles of conflicts of law that would apply the law of another jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transaction Act drafted by the National Conference Of Commissioners On Uniform State Laws, or a version thereof, or any law based on or similar to such Act (“UCITA”), if and as adopted by the jurisdiction whose laws govern with respect to this Agreement in any form, shall not apply to this Agreement or the activities contemplated hereby. To the extent UCITA is applicable notwithstanding the foregoing, the parties agree to opt out of the applicability of UCITA pursuant to the “opt out” provisions contained therein. The parties hereby waive any right they may have to trial by jury in any action or proceeding involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Agreement.

(g)  Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(h)  Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to those certain provisions providing for rights of the Custodian or obligations of the Fund with respect to the Custodian, and those certain provisions benefitting affiliates of the parties, this Agreement is not for the benefit of any other person or entity and there shall be no third party beneficiaries hereof. Unless expressly provided to the contrary herein: the parties to the Agreement alone shall have the right to enforce its provisions and any action to enforce the Agreement by a person not a party shall be void.

(i)  No Representations or Warranties. Except as expressly provided in this Agreement, BNY hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), warranty of title or non-infringement of any services or any goods provided incidental to services provided under this Agreement. BNY disclaims any warranty of title or non-infringement except as expressly set forth in this Agreement.

(j)  Customer Identification Program Notice. To help the U.S. government fight the funding of

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terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of BNY’s affiliates are financial institutions, and BNY may, as a matter of policy, request (or may have already requested) the name, address and taxpayer identification number or other government-issued identification number of the Fund or others, and, if such other is a natural person, that person’s date of birth. BNY may also ask (and may have already asked) for additional identifying information, and BNY may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

(k)  Use of “Fund”. In the event “Fund” as used in this Agreement refers to Portfolios listed on Schedule B, notwithstanding such use, the Investment Company bears to the extent permitted by law all responsibilities, obligations, liabilities and duties of all such Portfolios to the extent not performed by such Portfolios.

(m)  Requests to Transfer Information to Third Parties. In the event that the Fund, other than pursuant to a Standard Procedure, whether by Instructions, Fund Communications or otherwise, requests or instructs BNY to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNY and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNY System, any information in the BNY System: BNY may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNY, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNY will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNY so agrees in writing to transfer information or make it available within the BNY System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNY; BNY shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNY System, as the case may be, provided BNY does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNY shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNY may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

(n)  Service Indemnifications; Survival. Any indemnification provided to BNY by the Fund in connection with any service provided under the Agreement, including by way of illustration and not limitation, indemnifications provided in connection with an Instruction and indemnifications contained in any agreements regarding an Exception Procedure (“Service Indemnifications”), shall survive any termination of this Agreement. In addition, Sections 4, 5, 7, 10(d), (e), (g) - (i), 11, 12, 19(e), (i), (m), (n) and (s) and provisions necessary to the interpretation of such Sections and any Service Indemnifications and the enforcement of rights conferred by any of the foregoing shall survive any termination of this Agreement.

(o)  Compliance with Law. Each of BNY and the Fund agrees to comply in all material respects with the respective laws, rules, regulations and legal process applicable to the operation of its business. For clarification: With respect to BNY, the foregoing requires compliance with laws, rules, regulations and legal process applicable to BNY directly, not derivatively by virtue of providing services to the Fund. The Fund agrees that BNY is not obligated to assist the Fund with, or bring the Fund into, compliance with laws, rules, regulations and legal process applicable to the Fund, except where BNY has expressly agreed to assume such an obligation hereunder and then it is obligated only to perform strictly in accordance with the express terms of the assumed obligation, including but not limited to those obligations set forth in Sections 3(a)(15), 3(b) and 3(c) hereof. Notwithstanding the foregoing, BNY acknowledges and agrees that the services provided by BNY pursuant to this Agreement are provided in the context of each Fund being an investment company registered under the 1940 Act.

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(p)  Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

(q)  Enterprise Nature of Services. Notwithstanding any other provision of this Agreement, in furnishing the services provided for in this Agreement or any component or segment of such services BNY may utilize any combination of its own employees, facilities, equipment, systems and other resources and the employees, facilities, equipment, systems and other resources of its Affiliates, including employees, facilities, equipment, systems and other resources shared by BNY and its Affiliates, and BNY may satisfy its obligations under this Agreement directly or through Affiliates. References to employees, facilities, equipment, systems or other resources of BNY in this Agreement shall mean employees, facilities, equipment, systems or other resources of BNY and its Affiliates considered collectively. Notwithstanding the foregoing, nothing in this Section 19(q) shall have the effect of transferring any obligation of BNY to any other entity, including Affiliates.

(r)  Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNY and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions in one or more affiliates, subsidiaries and third-party service providers (the “Centralized Functions”). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, in connection with BNY’s utilization of the Centralized Functions BNY’s disclosure of Fund information, including Confidential Information, and BNY’s storage of names and business addresses of Fund employees and employees of its affiliates and sponsors in centralized locations of the BNY Mellon Group or its third party service providers, and to the compilation of aggregated data by the BNY Mellon Group that includes Confidential Information of the Fund and its account owners, that is anonymized and does not permit identification of the Fund or any of its account owners, for use in strategic planning, marketing, product and service research and development and other bona fide business purposes. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data.

(s)  No Interpretation Against A Party. All parties to the Agreement have had access to and use of legal counsel to the extent each has deemed sufficient and hereby irrevocably and unconditionally waive any claim or defense that this Agreement, or any provision of this Agreement, should be interpreted or construed against a party solely on the basis that the particular party drafted or was responsible for the drafting of the Agreement or a particular provision.

(t)  Funds Added After Effective Date. Each Fund that becomes a party to this Agreement pursuant to Section 16(b) or 20(l) agrees to be bound by all terms of this Agreement as if an original signatory hereto and, in addition, each Custodied Portfolio that becomes a party to this Agreement after the Effective Date further agrees to be bound by Schedule D as if an original signatory thereto.

(u)  Several Obligations. The parties agree that, notwithstanding anything else herein, the rights and obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund and that the Funds have executed one instrument for convenience only.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

BNY Mellon Investment Servicing (US) Inc.						MoA Funds Corporation
By:						By:
Name:		▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇▇▇				Name:		▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Managing Director						On behalf of the Investment Company and each Fund, each in its individual and separate capacity, as
						Title:		President

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SCHEDULE A

Definitions

As used in this Agreement:

“1933 Act” means the Securities Act of 1933, as amended, and all rules and regulations thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder.

“1940 Act” means the Investment Company Act of 1940, as amended, and all rules and regulations thereunder. .

“Affiliate” means an entity controlled by, controlling or under common control with the subject entity, with “control” for this purpose defined to mean direct or beneficial ownership of 50% or more of the equity interests of an entity and possession of the power to elect 50% or more of the entity’s directors, trustees or similar persons performing policy-making functions.

“Authorized Person” means (i) with respect to the Fund, each individual identified to BNY as an Authorized Person on the properly completed version of Schedule E most recently provided to BNY, and (ii) with respect to BNY, employees designated in writing as authorized to receive facsimile transmissions or emails, or both, as Instructions (as provided in the definition of Instructions). Any limitation on the authority of an Authorized Person of the Fund to give Instructions must be expressly set forth in Schedule E next to the individual’s name.

“BNY Mellon Bank” means The Bank of New York Mellon, a New York chartered commercial bank and affiliate of BNY, and its lawful successors and assigns.

“BNY Trust” means BNY Mellon Investment Servicing Trust Company, an affiliate of BNY, and its lawful successors and assigns.

“Board” means the Fund’s Board of Directors or Board of Trustees, as applicable.

“Bona Fide Reason” means a bona fide legal, commercial or business reason including by way of example and not limitation the following:

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“Claim” means any claim, demand, suit, action, obligation, liability, suit, controversy, breach, proceeding or allegation of any nature, claim for indemnification, including any threat of any of the foregoing (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory or forum.

“Code” means: (i) when reference is made to a specific Section of the “Code” - the Internal Revenue Code of 1986, as amended, otherwise (ii) the Internal Revenue Code of 1986, as amended, and the regulations promulgated by the IRS under the Internal Revenue Code of 1986, as amended, and the revenue rulings, revenue procedures, technical advice memorandums, notices and announcements published by the IRS with respect to the Internal Revenue Code of 1986, as amended.

“conduct” or “course of conduct” means a single act, two or more acts, a single instance of an action not being taken or of forbearance given, two or more instances of an action not being taken or of forbearance given, or any combination of the foregoing.

“Constructive Termination” means events or circumstances that make it impossible for BNY to perform a substantial portion or all of the services as contemplated by the Agreement on the Effective Date , including without limitation, for clarification, liquidations whether or not pursuant to plans of liquidation or reorganization.

“Deconversion” means the completion of the transfer of Fund data, information and records from the production database and production environment of the Fund in the BNY System to the production database and production environment of the Fund in the computer system of a successor transfer agency services provider with the intention that on the next occurring business day such successor service provider will perform transfer agency services for the Fund utilizing such transferred data, information and records.

“Dedicated Personnel” means individuals employed by or under contract with BNY whose primary duty is providing services to or on behalf of the Fund.

“DTCC” means the Depository Trust Clearing Corporation, and its successors and assigns.

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“External Research” means consultation with and the written opinions, analysis, research or other work product of third party technical specialists, legal counsel or other advisors, consultants or professionals.

“FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.

“Fund Communication” means any Instruction, direction, notice, instrument, data, file or other information or communication of whatsoever nature BNY receives, or reasonably believes it received, from the Fund through a communications media of any nature, including without limitation communications media currently existing, such as telephone, facsimile transmission, telegraph, telegram, US Postal Service, personal delivery, private courier, commercial courier, electronic mail (email), private messaging systems, or messaging systems constituting part of an industry utility (such as the NSCC) service, and communications media that may be developed in the future.

“Fund Error” means the Fund or a third party acting on behalf of the Fund or conveying Fund data or information committing an error, furnishing inaccurate, incorrect or incomplete data or information to BNY or the Custodian or by other act or omission requiring Remediation Services.

“Fund Shares” (see “Shares”)

“in good order” means in accordance with all applicable requirements set forth in the Written Procedures, including receipt of any required supporting documentation.

“Instructions” means instructions, directions or other communications given from the Investment Company, a Fund or a Shareholder, or any party authorized by the Investment Company, a Fund or a Shareholder, to BNY pursuant to the terms of this Agreement in respect of any of the matters referred to in this Agreement. BNY may, in its sole discretion, also act pursuant to telephonic instructions given by designated persons and such telephonic instructions shall be deemed to be “Instructions” within the meaning of this definition. Any instructions, directions or other communications given to BNY by telephone shall promptly thereafter be confirmed in writing, but BNY will incur no liability for the Fund’s failure, or the failure of an investment manager or any other person reasonably believed to be authorized to give an oral instruction, to send such written confirmation or for the failure of any such written confirmation to conform to the telephonic instruction received by BNY.

“Intellectual Property Rights” means copyright, patent, trade secret, trademark and any other proprietary or intellectual property rights.

“Intermediary” means any financial intermediary, dealer, third party administrator and selling group member who have been appointed in writing by the Investment Company to act in such capacity.

“Internal Research” means consultation with and the written opinions, analysis, research or other work product of (i) individuals employed by or under contract with BNY who are not Dedicated Personnel, and (ii) individuals who are Dedicated Personnel but the consultation or opinions, analysis, research or other work product is not incidental to the services performed by such individual for the Fund.

“IRS” means the Internal Revenue Service of the U.S. Department of the Treasury.

“Loss” and “Losses” means any one, or any series of related, losses, costs, damages, expenses, awards, judgments, assessments, fines, penalties, payments or payment obligations, reimbursements, adverse monetary consequences or monetary liabilities or obligations of any nature, including without limitation any of the foregoing arising out of any Claim or out of any obligation of one party to the other under this Agreement, including any obligation to indemnify and defend, and all costs of litigation or threatened litigation such as but not limited to court costs, costs of counsel, discovery, experts, settlement and investigation.

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“Loss Date” means the date of occurrence of the event or circumstance causing a particular Loss, or the date of occurrence of the first event or circumstance in a series of events or circumstances causing a particular Loss.

“NSCC” means the National Securities Clearing Corporation, and its successors and assigns.

“Portfolio” means each separate subdivision of the Investment Company, whether characterized or structured as a portfolio, tier, series or otherwise, but excludes classes unless for purposes of Sections 18(f)(1) and 18(f)(2) of the 1940 Act and Rules 18f-2 and 18f-3 promulgated by the SEC under the 1940 Act the class must be provided with rights and liabilities separate and distinct from all other subdivisions of the Investment Company.

“Remediation Services” means the additional services required to be provided hereunder by BNY or the Custodian in connection with a Fund Error in order to correct, remediate, adjust, reprocess, repeat, reverse or otherwise modify conduct previously taken in accordance with the Agreement to achieve the outcome originally intended by the previous conduct.

“Research” means either or both of External Research and Internal Research.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Laws” means the 1933 Act, the 1934 Act and the 1940 Act.

“Services” means the services described in Section 3 and Schedule C of the Agreement.

“Service Effective Date” means the date following the completion of all implementation services, in the case of a Fund that is a new start-up Fund, or the date following the completion of all conversion services, in the case of Fund that BNY will be providing services to as a successor service provider, that the first live transaction is processed by the BNY System for a public customer of the particular Fund on a production basis.

“Shareholder Materials” means the Fund’s prospectus and statement of additional information or disclosure materials of similar function, such as a private offering memorandum , and any other materials relating to the Fund provided to Fund shareholders by the Fund.

“Shares” or “Fund Shares” means the shares or other units of beneficial interest of each Fund.

“Written Procedures” means, collectively, Standard Procedures and Exception Procedures.

INDEX OF DEFINED TERMS

(includes defined terms through Schedule A; excludes terms defined in Schedule C solely for Schedule C)

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[End of Schedule A]

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SCHEDULE B

(Dated: December 18, 2024)

THIS SCHEDULE B is Schedule B to that certain Transfer Agency And Shareholder Services Agreement dated as of December 18, 2024, between BNY Mellon Investment Servicing (US) Inc. and MoA Funds Corporation.

Funds

MoA All America Fund

MoA Balanced Fund

MoA Equity Index Fund

MoA Mid Cap Equity Index Fund

MoA Mid Cap Value Fund

MoA Intermediate Bond Fund

MoA Core Bond Fund

MoA Money Market Fund

MoA Small Cap Value Fund

MoA Small Cap Growth Fund

MoA Small Cap Equity Index Fund

MoA International Fund

MoA Catholic Values Fund

MoA Aggressive Allocation Fund

MoA Conservative Allocation Fund

MoA Moderate Allocation Fund

MoA Retirement Income Fund

MoA Clear Passage 2015 Fund

MoA Clear Passage 2020 Fund

MoA Clear Passage 2025 Fund

MoA Clear Passage 2030 Fund

MoA Clear Passage 2035 Fund

MoA Clear Passage 2040 Fund

MoA Clear Passage 2045 Fund

MoA Clear Passage 2050 Fund

MoA Clear Passage 2055 Fund

MoA Clear Passage 2060 Fund

MoA Clear Passage 2065 Fund

MoA Clear Passage 2070 Fund

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SCHEDULE C

Terms And Conditions Governing Use Of The BNY System

[To be separately executed prior to the Service Effective Date]

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Schedule D

Dated:      , 20  

The Bank of New York Mellon

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.

New York, New York 10286

Dear Sirs:

This Schedule D constitutes Schedule D to the “TA Agreement”, which is hereby defined to mean the Transfer Agency And Shareholder Services Agreement, dated as of the date indicated above, between BNY Mellon Investment Servicing (US) Inc. (“BNY”) and each investment company listed on the signature page to such agreement (each, an “Investment Company”) and each Portfolio of each such Investment Company contained on Schedule B to such agreement, whether such Portfolio is listed there as of the Effective Date or is added by virtue of Section 16(b) or Section 19(l) of such agreement. Capitalized terms not defined in this Schedule D shall have the meaning ascribed to them in the TA Agreement.

The Investment Companies [and/or the Funds] are each party to a Global Custody Agreement with The Bank of New York Mellon (the “Bank”) dated as of      , 20__. Each respective Global Custody Agreement, as it may have been amended to date, is referred to herein with respect to each Investment Company, and each Fund , as the “Custody Agreement”.

The TA Agreement provides, among other things, for BNY to provide cash administration services to the Fund, utilizing one or more demand deposit accounts or other accounts established at the Bank in the name of BNY for the benefit of the Fund (the “DDA”). In particular, BNY will utilize the DDAs (i) to accept payments for the purchase of Fund shares and forward such payments once funds have been collected to the Bank for deposit into the custody account of the Fund established with the Bank pursuant to the Custody Agreement (“Custody Account”); and (ii) in connection with redemptions of Fund shares by Fund shareholders and with cash distributions effected by the Fund, such as dividend payments and capital gains distributions, to accept monies from the Bank drawn from the Custody Account and to remit such amounts to appropriate parties.

In connection with BNY’s performance of transfer agency services and in particular the cash administration services described above, BNY may be notified of a Fund payment obligation that BNY as transfer agent is expected to satisfy, such as a same-day settlement obligation with the NSCC, by forwarding payment to the NSCC or other obligee but the amount required to satisfy the particular payment obligation of the Fund may exceed the amount of funds then available for transfer in the relevant DDAs (such excess amount if transferred by BNY being hereinafter referred to as an “Overdraft Amount”).

The need to transfer an Overdraft Amount may occur due to any one or more of the transfer needs of the Fund that arise in the ordinary course of the Fund’s business, such as, by way of illustration, and not limitation: transfers needed in order to satisfy the Fund’s same day settlement obligations with the NSCC; and purchase payments being forwarded to the Custody Account one day after receipt while the check representing the payment takes more than one day to clear.

Each Fund, on its own behalf, and not on behalf of any other Fund, acknowledges, consents and agrees with the statements made above and as follows:

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Overdraft Amounts shall constitute overdrafts, outstanding indebtedness and an outstanding obligation of the Fund under the Custody Agreement and shall be deemed to be a loan made by the Bank to the Fund.

The Fund agrees that the Bank shall at no time be under any obligation whatsoever to extend credit in connection with the transfer agency activities conducted by BNY on behalf of the Fund and in particular the cash administration activities described herein, including without limitation an extension of credit constituting an Overdraft Amount, even if it has done so as part of a regular pattern of conduct, and that the Bank may at any time in its sole discretion and without notice decline to continue or re-extend any such credit.

Notwithstanding the absence of an obligation to do so, the Bank may in its sole discretion elect to transfer on behalf of the Fund an amount of funds that constitutes an Overdraft Amount and that by electing to transfer funds constituting an Overdraft Amount the Bank does not, even if it has transferred funds constituting Overdraft Amounts as part of a regular pattern of conduct in the past waive any rights under this letter agreement or assume the obligation it has expressly disclaimed in the immediately preceding paragraph and the Bank may at any time in its sole discretion and without notice decline to continue to make such transfers.

The Fund is at all times obligated to pay to the Bank an amount of money equal to the Overdraft Amounts and such amounts are payable, and shall be paid, together with such accrued interest as may be charged by the Bank in accordance with the Custody Agreement, by the Fund immediately upon demand by the Bank, except that to the extent the Fund repays outstanding Overdraft Amounts and any accrued interest to BNY pursuant to Section 9(c)(iv) of the TA Agreement, the Fund’s obligation to repay that amount to the Bank pursuant to this letter agreement shall be deemed satisfied

In order to secure repayment of Overdraft Amounts, the Fund agrees that the Bank shall to the maximum extent permitted by law have a continuing lien, security interest, security entitlement and right of setoff in and to any property, including without limitation, any investment property or any financial asset, of the Fund at any time held by the Bank for the benefit of the Fund or in which the Fund may have an interest which is then in the Bank’s possession or control or in possession or control of any third party acting on the Bank’s behalf. In addition, at any time when the Fund shall not have honored any of its obligations, the Bank shall have the right without notice to the Fund to retain or set-off, against such obligations, any cash the Bank may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that the Bank may have to the Fund.

This Agreement has been duly authorized, executed and delivered by the Fund, constitutes its valid and legally binding obligation, enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits its execution or performance of this agreement.

This agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The parties consent to the exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The parties hereby waive any right to trial by jury they may have in any action or proceeding involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this agreement.

A Custodied Portfolio (as defined below) that is added to Schedule B of the TA Agreement after the Effective Date by virtue of Section 16 or 19(l) of the TA Agreement and thereby becomes a party to the TA Agreement shall automatically and without further action by any party become a party to this Schedule D. “Custodied Portfolio” means (i) a Portfolio which is party to a custody agreement with The Bank of New York Mellon, or (ii) a Portfolio of an Investment Company that is party to a custody agreement with the Bank of New York Mellon pursuant to which assets of the Portfolio are held in custody.

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This agreement may be signed in one or more separate counterparts, each of which shall be an original and all of which taken together shall constitute the same instrument.

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Schedule E

Authorized Persons (All Funds)

Each of the following individuals is an “Authorized Person” of the “Fund”, as those terms are defined and used in the Transfer Agency And Shareholder Services Agreement, dated as of      , 20__, by and among BNY Mellon Investment Servicing (US) Inc. and              (“Investment Company”) and Portfolios of the Investment Company listed on Schedule B to such agreement .

Terms not specifically defined in this Schedule E shall have the meaning ascribed elsewhere in the Agreement.

BNY may at all times rely on the most recently dated Schedule E. For clarification: this means that BNY will at all times and under all circumstances rely on and use a properly completed Schedule E until it is replaced by a properly completed Schedule E bearing a later date. A Schedule E will take effect on the date signed by BNY.

For clarification: BNY is not obligated to verify signatures nor issue nor require any security IDs, passwords or other security codes in connection with its interaction with Authorized Persons in such capacity.

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