Transfer Agency and Service Agreement
Each of the
Closed-End Investment Companies Listed on Schedule 1
(See Schedule 1 Attached Hereto)
Trust Company, N.A.
AGREEMENT made as of the 25th day of
November, 2013 by and among each of the Goldman Sachs closed-end investment companies listed on Schedule 1, severally and not jointly, each being a statutory trust, having its principal office and place of business at 200 West Street, New York, NY
10282 (each individually a "Fund" and collectively, the "Company"), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its
principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the "Transfer Agent" or individually, "Computershare" and the "Trust Company", respectively).
WHEREAS, Company desires to appoint Trust Company as sole transfer agent and registrar, and administrator of its dividend reinvestment
plan or direct stock purchase plan, 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
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
"Account" means the account of each Shareholder of the Funds 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 "Plans" means any Dividend Reinvestment, Direct Stock Purchase, or other investment programs
administered by Trust Company for the Company.
1.4 "Services" means all services performed or made available by Transfer Agent pursuant
to this Agreement.
1.5 "Share" means each Funds common shares issued in accordance with such Funds Certificate of Trust, and
other classes of Funds shares to be designated by Fund in writing and which Transfer Agent agrees to service under this Agreement.
"Shareholder" means a holder of record of Shares.
1.7 "Shareholder Data" means all information maintained on the
records database of Transfer Agent concerning Shareholders.
2. APPOINTMENT OF AGENT.
2.1 Appointments. Company hereby appoints Trust Company to act as sole transfer agent and registrar for all Shares and as administrator of Plans in
accordance with the terms and conditions hereof and appoints Computershare as the service provider to Trust Company and as processor of all payments received or made by or on behalf of Company under this Agreement, and Trust Company and
Computershare accept the respective appointments. Transfer Agent is engaged in an independent business and will perform its obligations under this Agreement as an agent of Company.
2.2 Documents. In connection with the appointments herein, Company has provided or will provide the following appointment and corporate authority
documents to Transfer Agent:
||Copies of resolutions appointing Trust Company as the transfer agent; |
||If applicable, specimens of all forms of outstanding Share certificates, in forms approved by the Board of Directors of Company, with a certificate of the Secretary of Company as to such approval;1 |
||Specimens of the signatures of the officers of Company authorized to sign Share certificates and authorized to sign written instructions and requests; |
||An opinion of counsel for each Fund addressed to both Trust Company and Computershare with respect to the following: |
||The Funds organization and existence under the laws of its state of organization; |
||The status of all Shares of Company covered by the appointment under the Securities Act of 1933, as amended ("1933 Act"), and any other applicable federal or state statute; and |
||That all issued Shares are, and all unissued Shares will be, when issued, validly issued, fully paid and non-assessable; and |
||A certificate of each Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options. |
2.3 Records. Transfer Agent may adopt as part of its records all Shareholders lists, Share ledgers, records, books, and documents which have been