Transfer Agency and Service Agreement, dated November 27, 2024, effective as of January 13, 2025, by and among Jefferies Credit Partners BDC Inc., Computershare Trust Company, N.A. and Computershare Inc

Exhibit 10.1

Transfer Agency and Service Agreement

Between

Jefferies Credit Partners BDC Inc.

and

Computershare Trust Company, N.A.

and

Computershare Inc.

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, dated November 27, 2024 and effective as of January 13, 2025 (“Effective Date”), is by and between Jefferies Credit Partners BDC Inc., a Maryland corporation and closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), having its principal place of business at 520 Madison Avenue, 12^th Floor, New York, New York 10022 (“Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Agent”), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021. As used herein, “party” means Agent or Company, as applicable, and “parties” means Agent and Company.

WHEREAS, Company desires to appoint Trust Company as its sole transfer agent and registrar for the Shares, administrator of any Plan (as defined below) for Company, and depositary for Company tender offers made from time to time, and Computershare as processor of all payments received or made by Company under this Agreement;

WHEREAS, Trust Company and Computershare will each separately provide specified services covered by this Agreement and, in addition, Trust Company may arrange for Computershare to act on behalf of Trust Company in providing certain of its services covered by this Agreement; and

WHEREAS, Trust Company and Computershare desire to accept such respective appointments and perform the services related to such appointments;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. CERTAIN DEFINITIONS.

1.1 “Account” means the account of each Shareholder which reflects any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

1.2 “Agreement” means this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications which may from time to time be executed.

1.3 “Confidential Information” means any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development information, Shareholder Data (including any non-public information of such Shareholder), Personal Information, Proprietary Information, and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the term of this Agreement, as well as any other information designated as confidential or proprietary by the disclosing party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature. Confidential Information may constitute trade secrets and is of great value to the owner (or its affiliates). Except for Personal Information and Proprietary Information, Confidential Information shall not include any information that is reasonably demonstrated to be: (a) already known to the other party or its affiliates on a non-confidential basis at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to the Confidential Information of the other.

1.4 “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular living individual, including, without limitation, names, signatures, addresses, e-mail addresses, telephone numbers, account numbers and information, social security numbers and other personal identification numbers, financial data, date of birth, transaction information, user names, passwords, security codes, employee ID numbers, identity photos, and any other information defined in applicable privacy laws or regulations as personal information, that Agent receives from Company, is otherwise obtained by Agent in connection with this Agreement, or to which Agent has access in the course of performing the Services.

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1.5 “Plan” means Company’s distribution reinvestment plan administered by Trust Company for Company relating to the reinvestment of distributions to Shareholders (as defined below) whether as of the Effective Date or at any time during the term of this Agreement.

1.6 “Services” means all services performed or made available by Agent pursuant to this Agreement.

1.7 “Shares” means shares of Company’s common stock, par value $0.001 per share, authorized by Company’s Articles of Incorporation, and other classes of Company’s securities to be designated by Company in writing and which Agent agrees to service under this Agreement.

1.8 “Shareholder” means a holder of record of Shares.

1.9 “Shareholder Data” means all information, including Personal Information, maintained on the records database of Agent concerning Shareholders.

2. APPOINTMENT OF AGENT.

2.1 Appointments. Company hereby appoints, and Trust Company and Computershare hereby accept such appointments, as follows:

2.2 Appointment Documents. On or before the Effective Date, Company will provide the appointment and corporate authority documents as set out separately by Agent, including but not limited to the following:

2.3 Records. Agent may adopt as part of its records all Shareholder lists, Share ledgers, records, books, and documents provided to Agent by Company or any of its agents. In order to enable Agent to perform the duties of transfer agent and registrar, Company shall provide, or shall cause its prior transfer agent and registrar to provide, a complete and accurate register of Shareholders on or before the Effective Date, and shall indemnify Agent under Section 7.2 of this Agreement for the failure to provide such register on or before the Effective

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Date. Agent shall keep records relating to the Services, in the form and manner it deems advisable, but in any event consistent with the reasonable standards of the transfer agency industry. Agent agrees that all such records prepared or maintained by it relating to the Services are the property of Company and will be preserved, maintained and made available in accordance with the requirements of applicable law and Agent’s records management policy, and will be surrendered promptly to Company in accordance with its request, subject to applicable law and Agent’s records management policy. To the extent that a Shareholder may wish to enroll in the Plan and complete a “DRIP Enrollment Form”, together with a subscription agreement to purchase Shares, Company agrees to maintain such documentation for a period of seven (7) years from the date of enrollment, and will provide a copy of such documentation to Agent upon its request.

2.4 Shares. Company shall, if applicable, inform Agent as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Shares of any legend restricting the transfer of such Shares (which may be subject, in the case of removal of any such legend, to delivery of a legal opinion in form and substance acceptable to Agent), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; (g) any bankruptcy, insolvency or other proceeding regarding Company affecting the enforcement of creditors’ rights; and (h) any future original issuances of Shares for which Agent will act as transfer agent under this Agreement (subject to delivery of a legal opinion of counsel for Company addressed to Agent in a form mutually agreed upon by both parties, concerning, without limitation, the legal status of such Shares, including whether the applicable issuance is part of an offering of Shares that is registered or exempt from registration).

2.5 Company Responsibility. Company shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as Agent may reasonably require in order to carry out or perform its obligations under this Agreement. If any out-of-balance condition caused by Company or any of its prior agents arises during any term of this Agreement, then Company will, promptly upon Agent’s request, provide Agent with funds or Shares sufficient to resolve such out-of-balance condition. For purposes of the prior sentence, an “out-of-balance condition” occurs when any funds or Shares do not balance out adequately to cover payment or issuance obligations to Shareholders, or there is a record difference or over issuance as defined under applicable state or federal law.

2.6 Scope of Agency.

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2.7 Compliance with Laws. Agent is obligated and agrees to comply with all applicable laws and regulations, codes, orders and government rules in the performance of its duties under this Agreement.

2.8 Rule 38a-1 Compliance Program. Agent will maintain written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws, as that term is defined in Rule 38a-1, adopted by the Securities and Exchange Commission under the 1940 Act (“Rule 38a-1”) with respect to the Services. On a quarterly basis, Agent will provide to Company a certification in connection with its compliance with Rule 38a-1. Upon Company’s request, Agent will provide Company with a summary of its policies and procedures in connection with Company’s compliance with Rule 38a-1 and will provide such explanations of its policies and procedures as Company may reasonably request. To the extent Agent makes any material changes to its written policies and procedures in order to address changing regulatory and industry developments that would impact Company’s compliance with Rule 38a-1, Agent will notify Company of any such changes in a timely manner. At least annually, Agent will also provide Company with a copy of third-party audit results evaluating the Services (e.g., SSAE 18 or SOC 1) and a copy of Agent’s annual assessment or review of Agent’s compliance programs.

2.9 Anti-Money Laundering; Office of Foreign Asset Control. Agent will comply with any laws or regulations relating to anti-money laundering applicable to Agent with respect to Company’s Shareholders, including compliance with Office of Foreign Asset Control laws or regulations, currency transaction reporting laws and regulations and suspicious activity reporting and recordkeeping requirements, by adopting appropriate compliance policies, procedures, and internal controls. Compliance with OFAC laws or regulations will include periodic screening of Company and its Shareholders against updated OFAC lists. Upon Company’s written request, Computershare will provide confirmation to Company that it is in full compliance with OFAC regulations, including screening, blocking and reporting for the prior year.

3. STANDARD SERVICES.

3.1 Share Services. Agent shall perform the Services set forth in the Fee and Service Schedule (Schedule 1, hereinafter “Fee and Service Schedule”) and in Schedule 2 attached hereto and incorporated herein. Agent shall perform the Services in compliance with this Agreement and in a manner consistent with the reasonable standards of the transfer agency industry.

3.2 Replacement Shares. Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Agent of a reasonable administration fee paid by Shareholder, and an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Agent that such certificates have been acquired by a bona fide purchaser. Agent may, at its option, issue replacement Shares for mutilated certificates upon presentation thereof without such indemnity. Agent may, at its sole option, accept indemnification from Company to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond. Agent may receive compensation, including in the form of commissions, for services provided in connection with surety programs offered to Shareholders.

3.3 Internet Services. Agent shall make available to Company and Shareholders, through its web sites, including, but not limited to, www.computershare.com (collectively, “Web Site”), online access to certain Account and Shareholder information and certain transaction capabilities (“Internet Services”), subject to Agent’s security procedures and the terms and conditions set forth herein and on the Web Site. Agent provides Internet Services “as is”, on an “as available” basis, and hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Internet Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. In making Internet Services available to Shareholders that are custodians for the benefit of another person or entity, or custodians or trustees of an Individual Retirement Account or accounts

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that appear to be qualified retirement or pension plan accounts (e.g., Keough, 401(k), 403(b), SEP) (“Custodians”), Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon instructions or authorization from Custodians to provide Internet Services access to their designated employees and their designated third-party service providers, and for the acts or omissions of such employees and such third-party service providers in connection with their respective use of Internet Services. In particular, Company authorizes and instructs Agent to provide third-party service providers of Custodians with access to Agent’s Alternative Investment Portal with respect to those Accounts to which they are designated by such Custodians. Such access shall be included in the definition of Internet Services and subject to the terms applicable to Internet Services as set forth in this Section 3.3. Company acknowledges and agrees that each Custodian and each of its designated employees and third-party service providers will need to agree to Agent’s security procedures and the terms and conditions set forth on Agent’s Alternative Investment Portal. In addition to providing the above-referenced access to such third-party service providers, and in accordance with Agent’s then-current policies and procedures for authentication, Agent will respond to e-mail inquiries from such third-party service providers, and will process all transactions set forth in such inquiries as Agent would for Custodians hereunder.

3.4 Proprietary Information. Company agrees that the databases, programs, screen and report formats, interactive design techniques, Internet Services, software (including methods or concepts used therein, source code, object code, or related technical information) and documentation manuals furnished to Company by Agent as part of the Services are under the control and ownership of Agent or a third party (including its affiliates) and constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”). Shareholder Data is not Proprietary Information. Company agrees that Proprietary Information is of substantial value to Agent or other third party and will treat all Proprietary Information as confidential in accordance with Section 9 of this Agreement. Company shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to this Section 3.4.

3.5 Third Party Content. Agent may provide real-time or delayed quotations and other market information and messages (“Market Data”), which Market Data is provided to Agent by certain third parties who may assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Company agrees and acknowledges that Agent shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof.

3.6 Lost Shareholders; In-Depth Shareholder Search.

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3.7 Services to Financial Institutions and Financial Advisors – Alternative Investment Portal.

3.7.1 Agent shall record the name, address, CRD/FINRA number, and contact e-mail address of each financial institution, such as a registered broker-dealer or an investment advisory firm (each, a “Financial Institution”) and financial advisor or registered representative associated with such Financial Institution (each, a “Financial Advisor”) acting for a Shareholder on such Shareholder’s Account, as set forth on the records provided to Agent by a prior transfer agent or at the instruction of an Authorized Person of Company. Agent shall change such Financial Institution and/or Financial Advisor recorded on a Shareholder’s Account at the written instruction of such Authorized Person. Company further authorizes and instructs Agent to change such Financial Advisor recorded on a Shareholder’s Account at the written instruction of the Financial Institution recorded on the subject Account. In the event a Shareholder instructs Agent to change or remove the Financial Institution and/or Financial Advisor on such Shareholder’s Account, Agent shall request further instruction from Company, and Company agrees that it shall promptly provide such instruction to Agent. Company acknowledges and agrees that Agent may from time to time perform a search of Financial Advisors through an unaffiliated third-party service provider (under Section 12.2 below) to determine their employment status with their associated Financial Institution, and Company acknowledges and agrees that Agent does not guarantee the accuracy of the results of any such search. If such search indicates a Financial Advisor is no longer associated with the Financial Institution reflected on Agent’s records, then Company agrees that access to such Financial Advisor will be terminated for all Accounts associated with such Financial Advisor and Financial Institution. Agent may agree to reinstate a Financial Advisor’s access, in its sole discretion, if such Financial Advisor is accepted under Agent’s verification procedures, then in place.

3.7.2 Agent shall make available to each Financial Institution and Financial Advisor designated on a Shareholder’s Account, through its Alternative Investment Portal, located at www.computershare.com/advisorportal, online access to those Accounts to which they are designated as Financial Institution and/or Financial Advisor. Such access shall be limited to viewing the following Shareholder Account information: Shareholder name, investment value (i.e., total value of the Shares based on the valuation provided by Company), sponsor name, Company, and the number of Shares. Such access shall be included in the definition of Internet Services and subject to the terms applicable to Internet Services as set forth in Section 3.3 above. Company acknowledges and agrees that each Financial Institution and Financial Advisor will need to agree to Agent’s security procedures and the terms and conditions set forth on the Alternative Investment Portal.

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3.8 Services to Financial Institutions and Financial Advisors – AIP.

3.8.1 To the extent that a Financial Institution is a member of the National Securities Clearing Corporation (“NSCC”) Alternative Investment Product (“AIP”), Company agrees that such Financial Institution and the designated Financial Advisor on a Shareholder Account shall have access to such Shareholder Account information as provided by AIP through NSCC’s AIP system, and that Agent shall send monthly file updates, and other updates as directed by Company, concerning Shareholder Account information through NSCC’s AIP system to be accessed by such Financial Institution and the designated Financial Advisor. Such file updates shall include, without limitation, transactional Account activity, such as transfers, dividend/distribution payments, and dividend/distribution reinvestments.

3.8.2 Company further agrees that Agent may accept daily file updates through NSCC’s AIP system reflecting new account set up instructions, and AIP transaction records 025, 053 and 201 (Registration, Account Maintenance, and Account Transfers within the same Financial Institution acting as custodian), provided by Financial Institutions and/or Financial Advisors to Shareholder Accounts (including, without limitation, name changes, address changes, and TIN changes), and instructs Agent to make such changes to Shareholder Accounts. Agent reserves the right to reject such changes, in its sole discretion, in the event such changes appear to reflect a change in beneficial ownership (except for transfers within the same Financial Institution acting as custodian) or if Agent determines additional supporting documentation is required to make such changes. Notwithstanding the foregoing, and for the avoidance of doubt, Agent shall not be liable or responsible for the accuracy and completeness of the applicable information received or transmitted by AIP through NSCC’s AIP system, and for any delays, errors, or omissions that may occur in any such receipt or transmission.

3.8.3 AIP services set forth in this Section 3.8 (“AIP Services”) shall be available throughout the term of this Agreement, after, in Agent’s sole discretion, (i) Company has completed the necessary documentation to appoint Computershare as administrator for Company with NSCC, and upon NSCC’s acceptance of such appointment or (ii) NSCC approves Company’s Shares as an Eligible AIP Product (as defined in the National Securities Clearing Corporation Rules & Procedures (“NSCC Rules”)) after submission of all applicable documentation by Computershare on behalf of Company as set forth below. In the event NSCC elects, at any time, to decline to accept Company’s Shares as an Eligible AIP Product for processing through NSCC’s AIP system or to withdraw Company’s Shares as an Eligible AIP Product eligible for processing through NSCC’s AIP system, Agent may immediately terminate AIP Services.

3.8.4 In connection with AIP Services, Company hereby acknowledges and agrees that it shall be responsible for all applicable activities, liabilities, matters, and obligations of AIP Members under the NSCC Rules, as applicable, including, without limitation, Rule 53 of the NSCC Rules, including, without limitation, all applicable charges incurred and payments due for processing applicable AIP transactions through NSCC’s AIP system. Company further agrees to provide all agreements, forms, tax certifications or other documentation that may be required from time to time, including at the request of NSCC, in order for Agent to provide AIP Services.

3.8.5 Agent is not responsible for making any payment in connection with AIP Services to the extent that such payment is not received from Company or NSCC, as applicable, and is not responsible in the event NSCC prohibits any payment from settling through it at its determination. Company further agrees that any fees established and assessed by NSCC for late payments or non-payments with respect to balances for use of NSCC’s AIP system will be charged to Company. Company acknowledges that NSCC may exclude use of AIP Services in the event of late payment or non-payment.

3.8.6 In connection with AIP Services, Agent shall in no event be liable or responsible for NSCC’s actions, delays, or omissions in fulfilling its obligations to Company with respect to Eligible AIP Products. Company shall indemnify, defend, and hold Agent harmless from and against, and Agent shall not be responsible for, any and all Losses (as defined below) arising out of or attributable to Agent’s filing of all applicable documentation with NSCC on behalf of Company, performance of AIP Services, and any claim for indemnity by NSCC relating to Losses by DTC, NSCC, or Cede & Co. arising out of or in connection with Agent’s submission of all applicable documentation on behalf of Company for purposes of eligibility as set forth in this Section, except for any liability of Agent as set forth in Section 7 below.

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3.9 Indemnification for Services to Financial Institutions and Advisors. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any Losses (as defined below) arising out of or attributable to Agent’s provision of the services set forth in Sections 3.7 and 3.8 above, including, without limitation, providing access to Financial Institutions and Financial Advisors to Shareholder Account information (or terminating and/or reinstating such access as set forth in Section 3.7.1 above) and their use of the Alternative Investment Portal and AIP services, subject to Section 7 of this Agreement.

3.10 Reserved.

3.11 Aggregator Access Services. Company hereby instructs Agent to provide Financial Advisors with the option to participate in Agent’s aggregator access services (“Aggregator Access Services”), in which Agent sends daily electronic files containing Aggregator Shareholder Information (as defined below), via secure file transfer protocol, to designated and enrolled aggregators of such Financial Advisors (each, an “Aggregator”, and collectively, “Aggregators”), subject to each such Financial Advisor duly executing and properly completing an Aggregator Access Services agreement and authorization form (in a format and delivery method to be determined by Agent, which may include through the Alternative Investment Portal), which includes, but is not limited to, certain terms and conditions set forth therein pertaining to the Aggregator Access Services. Such daily electronic files will include Shareholder Account profiles, Shareholder positions, applicable transactions, applicable distributions, and cost basis information associated with the corresponding Financial Advisors (“Aggregator Shareholder Information”). Company agrees that (i) if a Financial Institution informs Agent that a Financial Advisor is no longer associated with such Financial Institution, or (ii) if a search of Financial Advisors is performed through an unaffiliated third-party service provider of Agent (as referenced in Section 3.7.1 above) to determine their employment status with their associated Financial Institution, and such search indicates a Financial Advisor is no longer associated with the Financial Institution reflected on Agent’s records, then Agent, in case of either (i) or (ii) above, will no longer send such daily electronic files to such Financial Advisor’s designated and enrolled aggregator. Upon thirty (30) days prior written notice from [each] Company to Agent, Agent will terminate its provision of the Aggregator Access Services for all Accounts associated with Financial Advisors. Agent reserves the right to add any Aggregators to or to terminate any Aggregators from its list of approved Aggregators for any reason, in its sole discretion. For the avoidance of doubt, the parties hereto agree that Aggregators are not Agent’s subcontractors or sub-processors, and Agent shall have no liability for the acts or omissions of Aggregators. Company authorizes Agent to add its name to Agent’s “List of Participating Issuers” with respect to Aggregator Access Services, for so long as Company participates in such Aggregator Access Services.

Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any Losses (as defined below) arising out of or attributable to Agent’s provision of the Aggregator Access Services set forth in this Section 3.11, including, without limitation, providing Aggregator Shareholder Information to Aggregators, subject to Section 7.2 of this Agreement.

3.12 Tender Offers. Agent shall serve as depositary under and pursuant to the additional terms set forth in Schedule 2 attached hereto in connection with tender offers made by Company from time to time.

4. COMPUTERSHARE DISTRIBUTION DISBURSING AND PAYMENT SERVICES.

4.1 Declaration of Distributions. Company must provide Computershare with written notice from an Authorized Person of any declaration of a distribution. Computershare will initiate distribution payments to Shareholders, as applicable, to the extent that Computershare receives sufficient funds from Company in advance of such initiation. The payment of such funds to Computershare for the purpose of being available for the payment of distributions from time to time is not intended by Company to confer any rights in such funds on Shareholders, as applicable, whether in trust, contract, or otherwise.

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4.2 Stop Payments. Company hereby authorizes Computershare to stop payment of checks issued in payment of distributions, or for purchases made by Company under Schedule 2 attached hereto, if applicable, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and Computershare shall issue and deliver duplicate checks in replacement thereof, and Company shall indemnify Agent against any loss or damage resulting from reissuance of the checks.

4.3 Tax Withholding. Company hereby authorizes Computershare to deduct from all payments of distributions declared by Company, or for purchases made by Company under Schedule 2 attached hereto, and disbursed by Computershare to Shareholders, the tax required to be withheld pursuant to Sections 1441, 1442, 1445, 1471 through 1474, and 3406 of the Internal Revenue Code of 1986, as amended, or by any federal or state statutes subsequently enacted, and to make the necessary returns and payment of such tax to the relevant taxing authority. Company will provide withholding and reporting instructions to Computershare from time to time as relevant, and upon request of Computershare.

4.4 Plan Payments. If applicable, Company hereby authorizes Computershare to make all payments required to be made under the Plan, including all payments required to be made to Company.

4.5 Bank Accounts. All funds administered by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the “Funds”) shall be administered by Computershare as agent for Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Until paid pursuant to this Agreement, Computershare may administer or invest the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 under the 1940 Act; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to either Company, any Shareholder or any other party.

5. FEES AND EXPENSES.

5.1 Fee and Service Schedules. Company agrees to pay to Agent the fees and expenses for the Services as set forth in the Fee and Service Schedule. At least sixty (60) days before the expiration of the Initial Term (as defined below) or a Renewal Term (as defined below), whichever is applicable, the parties to this Agreement will agree upon a new fee schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon, then the fees will increase as set forth in the Term Section of the Fee and Service Schedule.

5.2 Invoices. Company will pay Agent all amounts invoiced in accordance with this Agreement within thirty (30) days of Company’s receipt of such invoice, except for any amounts that are subject to good faith dispute. In the event of such dispute, Company must promptly notify Agent of such dispute and may only withhold that portion of the amounts subject to such dispute. Company shall settle such disputed amounts within five (5) business days of the date on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by applicable law or legal process.

5.3 Late Payments.

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5.4 Transaction Taxes. Company is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Company for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of Services. Company shall pay such Transaction Taxes according to the terms in Section 5.2 above. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Company. To the extent that Company provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Company, invoices issued for the Services provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to the Services.

6.1 Agent. Agent represents and warrants to Company that:

6.2 Company. Company represents and warrants to Agent that:

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7.1 Liability. Agent shall only be liable for any loss or damage determined by a court of competent jurisdiction to be the result of Agent’s negligence, bad faith, or willful misconduct; provided, that (a) solely with respect to Schedule 1 attached hereto, any liability of Agent will be limited in the aggregate to the ongoing account management fees paid thereunder by Company to Agent during the twelve (12) months immediately preceding the event for which recovery from Agent is being sought, and (b) solely with respect to Schedule 2 attached hereto, any liability of Agent will be limited in the aggregate to the amounts paid thereunder by Company to Agent as fees and charges, but not including reimbursable expenses.

7.2 Indemnity. Company shall indemnify, defend and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 7.1 above.

8. DAMAGES. Notwithstanding anything in this Agreement to the contrary, no party shall be liable to the other for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

9. CONFIDENTIALITY AND DATA PRIVACY.

9.1 General. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors, and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect: (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, such party will ensure that such agent or subcontractor is contractually bound to confidentiality terms consistent with the terms of this Section 9.

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9.2 Required or Permitted Disclosure. In the event any requests or demands are made for the disclosure of Confidential Information, other than requests or demands to Agent for Shareholder records pursuant to subpoenas or requests from state or federal government authorities (e.g., probate, divorce and criminal actions), the party receiving such request or demand will promptly notify the other party to secure instructions from an authorized officer of such party as to such request or demand and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by applicable law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required by applicable law or court order.

9.3 Unauthorized Disclosure. As may be required by applicable law and without limiting any party’s rights in respect of a breach of this Section 9, each party will promptly:

9.4 Data Privacy.

10. TERM AND TERMINATION.

10.1 Term. The initial term of this Agreement shall be three (3) years from the Effective Date (“Initial Term”) unless terminated pursuant to the provisions of this Section 10. This Agreement will renew automatically from year to year (each a “Renewal Term”), unless a terminating party gives written notice to the other party not less than sixty (60) days before the expiration of the Initial Term or a Renewal Term, whichever is in effect.

10.2 Termination for Cause. This Agreement may be terminated at any time by any party (a) upon a material breach of a representation, covenant or term of this Agreement by any other party which is not cured within thirty (30) days after receipt of written notice thereof from the terminating party or (b) if any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against any other party, such other party shall become insolvent or shall cease paying its obligations as they become due or such other party shall make any assignment for the benefit of its creditors. Notwithstanding the terms of this Section 10.2, Schedule 2 of this Agreement may also be terminated as set forth therein.

10.3 Fees and Expenses. Upon termination or expiration of this Agreement for any reason, Company shall pay the following to Agent on or before the effective date of such termination or expiration:

(a) under the Fee and Service Schedule, all fees and expenses due and payable to Agent up to and including the date of such termination or expiration; and

(b) in order for Agent to move records, materials, and services to Company or the successor agent:

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10.4 Early Termination. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated prior to the expiration of the then-current term (a) by Company for any reason other than pursuant to Section 10.2 above, including, but not limited to, Company’s liquidation, acquisition, merger or restructuring, or (b) by Agent pursuant to Section 10.2 above, then, in addition to the payments required in Section 10.3 above, Company shall pay to Agent all fees accelerated through the end of, and including all months that would have remained in, the then-current term at the time of termination. Such fees will be calculated using the rates, volumes, and Services in effect as of the termination date. If Company does not provide notice of early termination within the time period referenced in Section 10.1 above, then Agent shall make a good faith effort, but cannot guarantee, to convert Company’s records on the date requested by Company.

11. ASSIGNMENT. Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the other, such consent not to be unreasonably withheld; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated transfer agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.

12. SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES.

12.1 Subcontractors. Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Agent shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is for its own acts and omissions under this Agreement.

12.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 12.1 of this Agreement), such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, that if Agent selected such company, then Agent exercised due care in selecting the same.

13. MISCELLANEOUS.

13.1 Notices. Any notice or communication by Agent or Company to the other pursuant to this Agreement is duly given if in writing and delivered in person or sent by overnight delivery service or first class mail, postage prepaid, to the other’s address, or to the e-mail address listed below:

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13.2 No Expenditure of Funds. No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

13.3 Successors. All covenants and provisions of this Agreement by or for the benefit of Company or Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

13.4 Amendments. This Agreement may be amended or modified by a written amendment executed by the parties and, to the extent required, authorized by a resolution of the Board of Directors of Company.

13.5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

13.6 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law. The parties irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.

13.7 Force Majeure. Agent will not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failures or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions.

13.8 Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only Agent, Company and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

13.9 Survival. All provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.

13.10 Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any exhibits, schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

13.11 Merger of Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

13.12 No Strict Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

13.13 Descriptive Headings. Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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

13.15 Business Continuity and Disaster Recovery. Agent will maintain a comprehensive business continuity and disaster recovery plan and will provide an attestation of the test results of such plan upon reasonable request of Company. Agent will test the adequacy of its business continuity and disaster recovery plan at least annually.

13.16 Ability to Perform. Agent has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by one of its officers thereunto duly authorized, all as of the Effective Date.

[SIGNATURE PAGE TO TRANSFER AGENCY AND SERVICE AGREEMENT]