1.

Definitions.

1

2.

Appointment of the Agent as Transfer Agent.

1

2.1.

Appointment and Scope.

1

2.1.1.

Appointment.

1

2.2.

Documentation.

2

2.2.1.

Documentation Related to Appointment.

2

2.2.2.

Increase in a Funds Authorized Stock.

3

2.2.3.

Certification of Documents.

3

2.2.4.

Future Amendments to Charter and Bylaws.

3

2.3.

New Funds or Fund Series Requiring Only Current Services.

3

3.

Services.

3

3.1.

Identification of Services.

3

3.2.

Additional Services.

4

3.3.

Performance Standards.

5

3.4.

Services With Respect to New Functions or Features.

5

4.

Management of the Services.

6

4.1.

Changes in Services by the Agent.

6

4.2.

Subcontractors.

6

4.2.1.

Engagement of Subcontractors.

7

4.2.2.

Further Assurances.

7

5.

Security.

8

Briefings.

8

5.2.

Changes to the Security Procedures.

8

5.3.

Inspections and Audits.

8

5.3.1.

Inspections by the Funds.

8

5.3.2.

Right to Audit Agent Sites.

8

5.3.3.

Demand for Inspection by Third Party.

9

5.4.

Backups and Disaster Recovery.

9

5.4.1.

Maintenance of a Business Contingency Plan.

9

5.4.2.

Backups.

9

5.4.3.

Components of the Business Contingency Plan.

9

5.5.

Third Party Claims.

11

6.

Standard of Care; General Performance Standards.

11

6.1.

Standard of Care as to All Services.

11

6.2.

Security Services.

11

6.3.

Instructions.

11

6.4.

The Agents and the Funds Knowledge of the Investment Company Industry.

12

6.5.

Service Level Standards.

12

6.6.

General Covenants.

12

6.7.

Compliance with Operating Procedures.

12

6.7.1.

Obligations of the Agent.

12

6.7.2.

Changes to Operating Procedures.

12

6.7.3.

Anti-Money Laundering Procedures.

12

6.8.

Acts or Omissions in Reliance.

13

6.8.1.

Reliance on Instructions.

13

6.8.2.

Reliance on Other Inbound Communications.

13

6.9.

Right to Verify Authenticity and Authority.

13

7.

Assumption of Transfer Agent Services by the Funds or Agents Designated by the Funds.

14

8.

Licenses; Intellectual Property.

15

8.1.

Content.

15

8.2.

Rights in and Use of Data and Records.

15

8.2.1.

Rights.

15

8.2.2.

Restrictions on Use of Data.

16

9.

Covenants of the Funds.

16

9.1.

Registration of Fund Shares.

16

9.2.

Stock Certificates.

16

9.2.1.

Furnishing of Stock Certificates.

16

9.2.2.

Death, Resignation or Removal of Signing Officer.

16

9.2.3.

Maintenance of Records and Cancelled Certificates.

16

10.

Compensation and Expenses.

16

10.1.

Fees.

16

10.2.

Expenses.

17

10.2.1.

Allocation of Expenses.

17

10.2.2.

Reimbursable Expenses.

17

10.2.3.

Documentation Supporting Reimbursement of Expenses.

17

10.3.

Taxes.

17

10.4.

Payment Terms.

18

10.4.1.

Performance Reports.

18

10.4.2.

Invoices.

18

10.4.3.

Timely Payments.

18

10.4.4.

No Suspension of Services.

18

10.5.

Changes in Fees and Expenses.

19

10.5.1.

Improved Efficiencies.

19

10.5.2.

Most Favored Customer.

19

10.6.

Original Issue Taxes and Mailings.

19

11.

Representations and Warranties of the Agent.

20

12.

Representations and Warranties of the Funds.

21

13.

Limitations on Liability.

22

13.1.

Funds and Fund Series as Separate Parties.

22

13.2.

Funds as Separate Entities.

22

13.3.

Limits on Damages.

22

13.4.

As Of Transactions.

23

13.5.

Actions of Unaffiliated Third Persons.

23

13.6.

Consequential Damages.

23

14.

Indemnification and Insurance Coverage.

23

14.1.

Indemnity Obligations of the Agent.

23