TRANSFER AGENCY AND SERVICES AGREEMENT

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a Fund and collectively the Funds) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (Transfer Agent), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

WITNESSETH

WHEREAS, each Fund is authorized to issue Shares in one or more separate series, with each such series representing interests in a separate portfolio of securities or other assets. Each such series is identified in Schedule A, as such schedule may be amended from time to time (each a Portfolio).

WHEREAS, each Fund desires to appoint Transfer Agent as its transfer agent, dividend disbursing agent and shareholder servicing agent with respect to each Portfolio and Transfer Agent desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, each Fund and Transfer Agent agree as follows:

Article 1 Definitions

1.1 Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

(a) Articles of Incorporation shall mean the Articles of Incorporation, Declaration of Trust, or other similar organizational document as the case may be, of a Fund as the same may be amended from time to time.

(b) Authorized Person shall be deemed to include (i) any authorized officer of a Fund; (ii) or any person, whether or not such person is an officer or employee of a Fund, duly authorized to give Oral Instructions or Written Instructions on behalf of the Fund as indicated in writing to Transfer Agent from time to time.

(c) Board Members shall mean the Directors or Trustees of the governing body of the Fund, as the case may be.

(d) Board of Directors shall mean the Board of Directors or Board of Trustees of the Fund, as the case may be.

(e) Class shall mean a class of shares of a Fund or Portfolio.

(f) Commission shall mean the Securities and Exchange Commission.

(g) Custodian refers to any custodian or subcustodian of securities and other property which a Fund or Portfolio may from time to time deposit, or cause to be deposited or held under the name or account of such a custodian pursuant to a Custodian Agreement.

(h) 1934 Act shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, all as amended from time to time.

(i) 1940 Act shall mean the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, all as amended from time to time.

(j) Oral Instructions shall mean instructions (including via electronic mail), other than Written Instructions, received by Transfer Agent from a person reasonably believed by Transfer Agent to be an Authorized Person, with subsequent Written Instructions confirming the instructions (as described below);

(k) Prospectus shall mean the most recently dated Fund or Portfolio Prospectus and Statement of Additional Information, including any supplements thereto if any, which has become effective under the Securities Act of 1933 and the 1940 Act.

(l) Shares refers collectively to such shares of capital stock or beneficial interest, as the case may be, or class thereof, of a Fund or Portfolio as may be issued from time to time.

(m) Shareholder shall mean a holder of Shares of a Fund or Portfolio.

(n) Written Instructions shall mean (i) a written instruction signed by an Authorized Person, including manually executed originals and telefacsimile of a manually executed original or other process; and (ii) trade instructions transmitted (and received by Transfer Agent) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier.

Article 2 Appointment of Transfer Agent

2.1 Each Fund hereby appoints and constitutes Transfer Agent as transfer agent, registrar and dividend disbursing agent for Shares of the Fund and as shareholder servicing agent for the Portfolios. Transfer Agent accepts such appointment and agrees to perform the duties hereinafter set forth.

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