Common use of Additional Provisions Concerning Executive Officers Clause in Contracts

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws , and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies Foreside’s Code of Beacon Hill Ethics concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies). The .The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance PoliciesForeside’s Code of Ethics, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillForeside. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill Foreside of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill Foreside (a) cannot ensure that the Trust complies with applicable Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill Foreside serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill Foreside and hold the Executive Officer and Beacon Hill Foreside harmless from any loss, liability, expenses (including reasonable attorneys attorney’s fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Foreside as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in any Certifying Officers provided by VCM under the provisions of this Agreement Section 17 will each be an executive officer officers of the Trust (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). In addition, the parties agree that an AML Compliance Officer provided by VCM shall be considered an Executive Officer of the Trust for purposes of this Section 17(e). The provisions of Section 2 Sections 17(c) - (d) are subject to the internal governance policies of Beacon Hill VCM concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance VCM Policies”), a copy of which shall be provided to the Trust upon request. VCM shall also provide to the Trusts any amendments or changes to the VCM Policies, and the Trusts will not be bound by any amendments or changes to the VCM Policies that materially change the Trusts’ obligations under this Agreement unless the Trusts give their prior approval of such amendments or changes. The Trust’s governing documents (including its Agreement and Declaration of Trust Instrument and By-Laws) and/or shall contain, or the Board may adopt resolutions of its Board shall contain containing, mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance VCM Policies, ; (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated a violation of SO Laws, Applicable AML Laws, or federal or state securities laws and regulations applicable Federal to the Trust (“Applicable Securities Laws Laws”), or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillVCM to meet their own obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill VCM of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of SO Laws and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) VCM cannot ensure that the Trust complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or SO Laws, and (b) whenever an employee or agent of Beacon Hill VCM serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill VCM and hold the Executive Officer and Beacon Hill VCM harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted . It is understood by the SEC parties to this Agreement that the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or Sarbanes Oxleylimitation of any rights, or responsibilities that either party may have under federal securities laws.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill Foreside concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Foreside Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Foreside Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillForeside. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill Foreside of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill Foreside (a) cannot ensure that the Trust complies with applicable Federal Securities Laws , and (b) whenever an employee or agent of Beacon Hill Foreside serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill Foreside and hold the Executive Officer and Beacon Hill Foreside harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Foreside as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the Chief Financial Officer contemplated in under the provisions of this Section 3 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that the AML Compliance Officer shall be treated as an Executive Officer of the Trust for purposes of this Section 3(d). The provisions of Section 2 Sections 3(a) - (c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies Foreside’s Code of Beacon Hill Ethics concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies)funds. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance PoliciesForeside’s Code of Ethics, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillForeside. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill Foreside of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill Foreside (a) cannot ensure that the Trust complies with applicable Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill Foreside serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill Foreside and hold the Executive Officer and Beacon Hill Foreside harmless from any loss, liability, expenses (including reasonable attorneys attorney’s fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Foreside as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund any Certifying Officer contemplated in provided by VICTORY under the provisions of this Agreement Section 17 will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that an AML Compliance Officer shall be considered an Executive Officer of the Trust for purposes of this Section 17(d). The provisions of Section 2 Sections 17(c) - (d) are subject to the internal governance policies of Beacon Hill VICTORY concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "VICTORY Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance VICTORY Policies, ; (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated a violation of SO Laws, Applicable AML Laws, or Federal or state securities laws and regulations applicable Federal to the Trust ("Applicable Securities Laws Laws"), or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillVICTORY to meet their own obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill VICTORY of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of SO Laws and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) VICTORY cannot ensure that the Trust complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or SO Laws, and (b) whenever an employee or agent of Beacon Hill VICTORY serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill VICTORY and hold the Executive Officer and Beacon Hill VICTORY harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund any Certifying Officer contemplated in provided by BISYS under the provisions of this Agreement Section 17 will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that an AML Compliance Officer provided by BISYS shall be considered an Executive Officer of the Trust for purposes of this Section 17(e). The provisions of Section 2 Sections 17(c) - (d) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, ; (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated a violation of SO Laws, Applicable AML Laws, or Federal or state securities laws and regulations applicable Federal to the Trust ("Applicable Securities Laws Laws"), or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet their own obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of SO Laws and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or SO Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that any Certifying Officers provided by BISYS under the provisions of this Section 17 will be executive officers of each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). In addition, the parties agree that an AML Compliance Officer provided by BISYS shall be considered an Executive Officer of the Trust for purposes of this Section 17(e). The provisions of Section 2 Sections 17(c) - (d) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance BISYS Policies”), a copy of which shall be provided to VCM upon request. The BISYS shall also provide to VCM any amendments or changes to the BISYS Policies, and VCM will not be bound by any amendments or changes to the BISYS Policies that materially change VCM’s obligations under this Agreement unless VCM gives its prior approval of such amendments or changes. VCM shall contractually agree with each Trust that the Trust’s governing documents (including its Agreement and Declaration of Trust Instrument and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The VCM shall contractually agree with each Trust that the Trust shall provide coverage to the each Executive Officer under its directors’ the Trust’s directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, ; (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated a violation of SO Laws, Applicable AML Laws, or Federal or state securities laws and regulations applicable Federal to the Trust (“Applicable Securities Laws Laws”), or (c) a material deviation any action or inaction by the Trust from that is inconsistent with the terms of this Agreement governing the services of the such Executive Officer that is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet their own obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, VCM shall promptly notify Beacon Hill BISYS of any issue, matter or event of which VCM becomes aware that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of SO Laws and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies Trusts comply with applicable Federal Applicable AML Laws, the Applicable Securities Laws or SO Laws. It is understood by the parties to this Agreement that the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and (b) whenever an employee therefore nothing herein shall in any way constitute a waiver or agent limitation of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of rights or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper responsibilities that either party my have under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxleyfederal securities laws.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an to the extent Citi provides executive officer officers of the Trust Company (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are ), the provision shall be subject to the internal governance policies of Beacon Hill Citi concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Citi Policies”), a copy of which shall be provided to the Company or the Administrator upon request. The TrustAdministrator represents, warrants and covenants that the Company’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall do, and at all times shall, contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall Administrator represents, warrants and covenants that the Company does, and at all times shall, provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (“USA PATRIOT”) Act of 2001 and the Executive Officer would be forced Bank Secrecy Act (collectively, the “AML Acts”) and shall comply with the AML Acts and applicable regulations adopted thereunder (collectively, the “Applicable AML Laws”) or other Federal securities laws applicable to materially deviate from the Beacon Hill Governance PoliciesCompany (the “Applicable Securities Laws”) by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillCiti to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient information or cooperation from the TrustCompany or its other service providers (including, its Service Providers without limitation, Administrator) to appropriately perform his or Other Providers to make an informed determination regarding any of the matters listed aboveher duties. The Each Executive Officer may, and the Trust Administrator shall, and shall ensure that the Company shall, promptly notify Beacon Hill Citi of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of this Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) Citi cannot ensure that the Trust Company complies with applicable Federal the Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill Citi serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Administrator shall, and shall ensure that the Company shall, indemnify the Executive Officer and Beacon Hill Citi and hold the Executive Officer and Beacon Hill Citi harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the Chief Financial Officer contemplated in under the provisions of this Agreement Section 3 of this Amendment will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that the AML Compliance Officer shall be treated as an Executive Officer of the Trust for purposes of this Section 3(d). The provisions of Section 2 Sections 3(a) - (c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"). The Trust’s governing documents (including its Agreement and Declaration , a copy of Trust and By-Laws) and/or resolutions of its Board which shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable provided to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her officeupon request. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement Amendment governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above, and shall at all times have the right to resign his or her position for any or no reason, as permitted under applicable federal and/or state law. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust provided that such Executive Officer has not acted with "Disabling Conduct" as defined in the Trust's Agreement and Declaration of Trust, except dated July 13, 1999, and the Trust's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain provisions to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxleyeffect that are applicable to each Executive Officer.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 23(c) of this Agreement are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust Charter and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or other Federal securities laws applicable to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies"Applicable Securities Laws") by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient information or cooperation from the Trust, its Service Providers Company or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of this Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 23(c) of this Agreement are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or other Federal securities laws applicable to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies“Applicable Securities Laws”) by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient information or cooperation from the Trust, Company or its Service Providers other service providers to appropriately perform his or Other Providers to make an informed determination regarding any of the matters listed aboveher duties. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of this Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 Sections 2(a) — (b) are subject to the internal governance policies of Beacon Hill Citi concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Citi Policies”), a copy of which shall be provided to the Trust upon request. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless to the fullest extent permitted under applicable law with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance Citi Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillCiti. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill Citi of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) Citi cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill Citi serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill Citi and hold the Executive Officer and Beacon Hill Citi harmless to the fullest extent permitted under applicable law from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Citi as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by Citi under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 23(c) of this Agreement are subject to the internal governance policies of Beacon Hill Citi concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "Citi Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust Charter and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or other Federal securities laws applicable to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies"Applicable Securities Laws") by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillCiti to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient information or cooperation from the Trust, Company or its Service Providers other service providers to appropriately perform his or Other Providers to make an informed determination regarding any of the matters listed aboveher duties. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill Citi of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of this Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) Citi cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill Citi serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill Citi and hold the Executive Officer and Beacon Hill Citi harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 1.3 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies”). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer Officers under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role Officer roles and title, and consistent with coverage applicable to the other officers holding positions of executive managementtitles. In appropriate circumstances, the Executive Officer Officers shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers service providers of the Trust or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer Officers shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers service providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer Officers may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer Officers failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws , and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 Sections 2(a) - (b) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ ' and officers’ ' liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Applicable AML Laws or Federal Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Applicable AML Laws or the Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleySEC.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 Sections 2(a) - (b) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"). The Trust’s governing documents (including its Agreement and Declaration , a copy of Trust and By-Laws) and/or resolutions of its Board which shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable provided to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her officeupon request. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sarbanes-Oxley and other applicable laws). It Notwithstandinx xxx xxxxxxxxn of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 Sections 2(a) - (b) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ ' and officers’ ' liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Applicable AML Laws or Federal Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sarbanes-Oxley and other applicable laws). It Notwithstanding any xxxxxxxxx xx the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Applicable AML Laws or the Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleySEC.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 2(a) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance BISYS Policies”), a copy of which shall be provided to the Trust upon request. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Applicable Federal Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillBISYS. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Sub-Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Applicable Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleySEC.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 1.3 are subject to the internal governance policies of Beacon Hill Foreside concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Foreside Governance Policies”). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer Officers under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role Officer roles and title, and consistent with coverage applicable to the other officers holding positions of executive managementtitles. In appropriate circumstances, the Executive Officer Officers shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Foreside Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers service providers of the Trust or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws, (c) a discontinuation of employment with Foreside, or (cd) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillForeside. In addition, the Executive Officer Officers shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers service providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer Officers may, and the Trust shall, promptly notify Beacon Hill Foreside of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer Officers failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill Foreside (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws, and (b) whenever an employee or agent of Beacon Hill Foreside serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill Foreside and hold the Executive Officer and Beacon Hill Foreside harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Foreside as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Lawsapplicable federal securities laws, as interpreted by the SEC SEC, or Sarbanes Oxleyunder the Sxxxxxxx-Xxxxx Act of 2002.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund any Certifying Officer contemplated in provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 23(c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance BISYS Policies”), a copy of which shall be provided to the Company upon request. The TrustCompany’s governing documents (including its Agreement and Declaration Articles of Trust Incorporation and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx by the Executive Officer would be forced to materially deviate from the Beacon Hill Governance PoliciesCompany, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Company or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Securities Laws Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to resulting from the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the TrustCompany, except to all in accordance with the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.procedures set forth in Section 10 hereof..

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in any Certifying Officers provided by VCM under the provisions of this Agreement Section 17 will each be an executive officer officers of the Trust (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). In addition, the parties agree that an AML Compliance Officer provided by VCM shall be considered an Executive Officer of the Trust for purposes of this Section 17(e). The provisions of Section 2 Sections 17(c) - (d) are subject to the internal governance policies of Beacon Hill VCM concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance VCM Policies”), a copy of which shall be provided to the Trust upon request. VCM shall also provide to the Trust any amendments or changes to the VCM Policies, and the Trust will not be bound by any amendments or changes to the VCM Policies that materially change the Trust’ obligations under this Agreement unless the Trust give their prior approval of such amendments or changes. The Trust’s governing documents (including its Agreement and Declaration of Trust Instrument and By-Laws) and/or shall contain, or the Board may adopt resolutions of its Board shall contain containing, mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance VCM Policies, ; (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated a violation of SO Laws, Applicable AML Laws, or federal or state securities laws and regulations applicable Federal to the Trust (“Applicable Securities Laws Laws”), or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillVCM to meet their own obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill VCM of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of SO Laws and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) VCM cannot ensure that the Trust complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or SO Laws, and (b) whenever an employee or agent of Beacon Hill VCM serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill VCM and hold the Executive Officer and Beacon Hill VCM harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted . It is understood by the SEC parties to this Agreement that the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or Sarbanes Oxleylimitation of any rights, or responsibilities that either party may have under federal securities laws.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust Funds (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 Sections 2(a) — (b) are subject to the internal governance policies of Beacon Hill Citi concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Citi Policies”), a copy of which shall be provided to the Funds upon request. The Trust’s Funds’ governing documents (including its Agreement and Declaration their Articles of Trust Incorporation and By-Laws) and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustFunds, except to the extent he or she would otherwise be liable to the Trust Funds or their shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Funds shall provide coverage to the each Executive Officer under its directors’ their directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. Citi has reviewed such coverage and confirms it meets the foregoing requirements. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance Citi Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust Funds from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillCiti. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers Funds or their Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Funds shall, promptly notify Beacon Hill Citi of any issue, matter or event that would be reasonably likely to result in any claim by the TrustFunds, one or more Trust Funds shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Funds in a manner consistent with applicable laws (including but not limited to any claim that a Report report on Form N-CSR or Form N-Q failed to meet the standards of Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 30a-2 and 30a-3 under the 1040 Act and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) Citi cannot ensure that the Trust complies Funds comply with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill Citi serves as an Executive Officer of the TrustFunds, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustFunds (and would not otherwise be liable to the Funds by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Funds shall indemnify the Executive Officer and Beacon Hill Citi and hold the Executive Officer and Beacon Hill Citi harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Citi as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyFunds.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that any Certifying Officers provided by CITI under the provisions of this Section 17 will be executive officers of each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). In addition, the parties agree that an AML Compliance Officer provided by CITI shall be considered an Executive Officer of the Trust for purposes of this Section 17(e). The provisions of Section 2 Sections 17(c) - (d) are subject to the internal governance policies of Beacon Hill CITI concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance CITI Policies”), a copy of which shall be provided to VCM upon request. The CITI shall also provide to VCM any amendments or changes to the CITI Policies, and VCM will not be bound by any amendments or changes to the CITI Policies that materially change VCM’s obligations under this Agreement unless VCM gives its prior approval of such amendments or changes. VCM shall contractually agree with each Trust that the Trust’s governing documents (including its Agreement and Declaration of Trust Instrument and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The VCM shall contractually agree with the Trust that it shall provide coverage to the each Executive Officer under its directors’ the Trust’s directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance CITI Policies, ; (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated a violation of SO Laws, Applicable AML Laws, or Federal or state securities laws and regulations applicable Federal to the Trust (“Applicable Securities Laws Laws”), or (c) a material deviation any action or inaction by the Trust from that is inconsistent with the terms of this Agreement governing the services of the such Executive Officer that is not primarily caused by the failure of such Executive Officer or Beacon HillCITI to meet their own obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, VCM shall promptly notify Beacon Hill CITI of any issue, matter or event of which VCM becomes aware that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of SO Laws and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, it is expressly agreed and acknowledged that Beacon Hill (a) CITI cannot ensure that the Trust complies comply with applicable Federal Applicable AML Laws, the Applicable Securities Laws or SO Laws. It is understood by the parties to this Agreement that the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and (b) whenever an employee therefore nothing herein shall in any way constitute a waiver or agent limitation of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of rights or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper responsibilities that either party my have under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxleyfederal securities laws.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and Anti-money Laundering Compliance Officer contemplated in this Agreement will each be an executive officer of the Trust Company (“"Executive Officer”") either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “"Beacon Hill Governance Policies). The Trust’s Company's governing documents (including its Agreement Articles of Corporation and Declaration of Trust and By-LawsBylaws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the Executive Officer under its directors’ ' and officers’ ' liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the TrustCompany, other Trust Company officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the TrustCompany, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust Company shareholder(s) or any third party which SLD-1539461-3 involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust Company complies with applicable Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the TrustCompany, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany, the Trust Company shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them directly arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the TrustCompany, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleySEC.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Principal Financial Officer and the Principal Accounting Officer contemplated in under the provisions of this Agreement Section 3 of this Schedule E will each be an executive officer of the Trust Trust, along with any other officers so designated after the date hereof pursuant to the terms of this Schedule E and the Agreement (“each, an "Executive Officer”) either through incorporation documents or specifically through board resolutions"). The provisions of Section 2 3 are subject to the internal governance policies of Beacon Hill CFS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "CFS Policies"). The Trust’s governing documents (including its Agreement and Declaration , a copy of Trust and By-Laws) and/or resolutions of its Board which shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable provided to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her officeupon request. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance CFS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillCFS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above, and shall at all times have the right to resign his or her position for any or no reason, as permitted under applicable federal and/or state law. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill CFS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) CFS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill CFS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill CFS and hold the Executive Officer and Beacon Hill CFS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill CFS as an Executive Officer of the Trust, except provided that such Executive Officer has not acted with "Disabling Conduct" as defined in the Trust's Agreement and Declaration of Trust, dated July 13, 1999. SCHEDULE F TO THE AMENDED AND RESTATED SERVICES AGREEMENT DATED OCTOBER 23, 2007, BETWEEN ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST AND CITI FUND SERVICES OHIO, INC. In the event that CFS fails to perform the same service standard listed below during any three (3) consecutive months, the Trust may provide a notice requiring CFS to cure said failure. In the event CFS fails to perform pursuant to the extent relevant standard in the month following receipt of such indemnification notice, the Trust shall have the right, exercisable within the next thirty (30) days only, to terminate this Agreement upon sixty (60) days' notice to CFS. For purposes of the foregoing, a "failure to perform" means a failure to meet the service standard under the terms of the Agreement governing the Services, for which CFS would not be excused and for which CFS would be illegal, impermissible or improper responsible under the Federal Securities LawsAgreement (including, as interpreted without limitation, under Articles 5 and 9). The required Performance Level associated with a Function will be measured by dividing the total number of times that Function was correctly performed during the month by the SEC total number of times that Function occurred during the month. EXAMPLE: With respect to, the calculation of NAVs, assuming 22 business days and 9 non-money market funds in existence in Month 1, there should be 198 NAV calculations in Month 1. If there are 2 NAV errors in Month 1, the Performance Level for the month is 98.9% (196/198). An inaccurate calculation of the NAV is defined as when the correct calculation is $.01 per share or Sarbanes Oxleymore difference from the originally stated NAV. Such inaccuracy is considered one event and will only be counted on the day it first occurred, unless the source of the inaccuracy changes during the relevant period. An NAV error occurs at the Fund level and not the class level. It is anticipated that the Funds would not wish to deliver an NAV to NASDAQ if the accuracy of the NAV is in question at the time it is necessary to transmit the NAV to NASDAQ. If CFS has reason to believe that an NAV is or may be incorrect, it may either "withhold" the NAV from NASDAQ or "withdraw" an NAV previously submitted, in consultation with the Funds' pricing committee or the appropriate representative of the Funds. In such event, CFS shall not be deemed to have failed to report to NASDAQ by the applicable cut-off time.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 23(c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust Charter and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or other Federal securities laws applicable to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies"Applicable Securities Laws") by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Company or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the Chief Financial Officer contemplated in under the provisions of this Section 3 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that the AML Compliance Officer shall be treated as an Executive Officer of the Trust for purposes of this Section 3(d). The provisions of Section 2 Sections 3(a) - (c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Applicable AML Laws or (Applicable Securities Laws, or ( c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and Anti-money Laundering Compliance Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her to the fullest extent permitted by law and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws , and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC SEC, or Sarbanes Oxley.by the Xxxxxxxx-Xxxxx Act of 2002..

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund and any Certifying Officer contemplated in provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that an AML Compliance Officer provided by BISYS shall be treated as an Executive Officer of the Trust for purposes of this Section 23(e). The provisions of Section 2 Sections 23(c) and (d) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policiesviolation of Xxxxxxxx-Xxxxx, (b) an ongoing pattern of conduct Applicable AML Laws or Applicable Securities Laws by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (cb) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the Chief Financial Officer contemplated in under the provisions of this Section 3 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 Sections 3(a) - (b) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sarbanes-Oxley and other applicable laws). It Notwithstandinx xxx xxxxxxxxn of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the Chief Financial Officer contemplated in under the provisions of this Section 3 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). In addition, the parties agree that the AML Compliance Officer shall be treated as an Executive Officer of the Trust for purposes of this Section 3(d). The provisions of Section 2 Sections 3(a) - (c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which will be provided to the Trust. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) upon notice to the Trust given in accordance with the Administration Agreement, a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 1.3 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies”). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless to the extent permitted by applicable law with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer Officers under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role Officer roles and title, and consistent with coverage applicable to the other officers holding positions of executive managementtitles. In appropriate circumstances, the Executive Officer Officers shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers service providers of the Trust or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer Officers shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers service providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, Officers shall promptly notify Beacon Hill of any issue, matter or event that of which it has knowledge and which would be reasonably likely to result in any claim by or against the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the an Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer is acting in the capacity of a Fund Officer and acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutions"). The provisions of Section 2 2(a) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ ' and officers’ ' liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Applicable Federal Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillBISYS. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Sub-Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Applicable Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleySEC.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each the Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies), a copy of which shall be provided to the Trust upon request. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers service providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, or its Service Providers or Other Providers service providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Lawsfederal securities laws, as interpreted by the SEC or Sarbanes OxleySEC.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Principal Financial Officer and the Principal Accounting Officer contemplated in under the provisions of this Agreement Section 3 of this Schedule E will each be an executive officer of the Trust Trust, along with any other officers so designated after the date hereof pursuant to the terms of this Schedule E and the Agreement (“each, an "Executive Officer”) either through incorporation documents or specifically through board resolutions"). The provisions of Section 2 3 are subject to the internal governance policies of Beacon Hill CFS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "CFS Policies"). The Trust’s governing documents (including its Agreement and Declaration , a copy of Trust and By-Laws) and/or resolutions of its Board which shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable provided to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her officeupon request. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance CFS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillCFS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above, and shall at all times have the right to resign his or her position for any or no reason, as permitted under applicable federal and/or state law. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill CFS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) CFS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill CFS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill CFS and hold the Executive Officer and Beacon Hill CFS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill CFS as an Executive Officer of the Trust, except provided that such Executive Officer has not acted with "Disabling Conduct" as defined in the Trust's Agreement and Declaration of Trust, dated July 13, 1999. SCHEDULE F TO THE AMENDED AND RESTATED SERVICES AGREEMENT DATED OCTOBER 23, 2007, BETWEEN ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST AND CITI FUND SERVICES OHIO, INC. In the event that CFS fails to perform the same service standard listed below during any three (3) consecutive months, the Trust may provide a notice requiring CFS to cure said failure. In the event CFS fails to perform pursuant to the extent relevant standard in the month following receipt of such indemnification notice, the Trust shall have the right, exercisable within the next thirty (30) days only, to terminate this Agreement upon sixty (60) days' notice to CFS. For purposes of the foregoing, a "failure to perform" means a failure to meet the service standard under the terms of the Agreement governing the Services, for which CFS would not be excused and for which CFS would be illegal, impermissible or improper responsible under the Federal Securities LawsAgreement (including, as interpreted without limitation, under Articles 5 and 9). The required Performance Level associated with a Function will be measured by dividing the total number of times that Function was correctly performed during the month by the SEC total number of times that Function occurred during the month. EXAMPLE: With respect to, the calculation of NAVs, assuming 22 business days and 9 non-money market funds in existence in Month 1, there should be 198 NAV calculations in Month 1. If there are 2 NAV errors in Month 1, the Performance Level for the month is 98.9% (196/198). An inaccurate calculation of the NAV is defined as when the correct calculation is $.01 per share or Sarbanes Oxleymore difference from the originally stated NAV. Such inaccuracy is considered one event and will only be counted on the day it first occurred, unless the source of the inaccuracy changes during the relevant period. An NAV error occurs at the Fund level and not the class level. It is anticipated that the Funds would not wish to deliver an NAV to NASDAQ if the accuracy of the NAV is in question at the time it is necessary to transmit the NAV to NASDAQ. If CFS has reason to believe that an NAV is or may be incorrect, it may either "withhold" the NAV from NASDAQ or "withdraw" an NAV previously submitted, in consultation with the Funds' pricing committee or the appropriate representative of the Funds. In such event, CFS shall not be deemed to have failed to report to NASDAQ by the applicable cut-off time.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Financial Officer contemplated in under the provisions of this Agreement Section 3 of this Schedule E will each be an executive officer of the Trust Trust, along with any other officers so designated after the date hereof pursuant to the terms of this Schedule E and the Agreement (“each, an "Executive Officer”) either through incorporation documents or specifically through board resolutions"). The provisions of Section 2 3 are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"). The Trust’s governing documents (including its Agreement and Declaration , a copy of Trust and By-Laws) and/or resolutions of its Board which shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable provided to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her officeupon request. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above, and shall at all times have the right to resign his or her position for any or no reason, as permitted under applicable federal and/or state law. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable Sarbanes- Oxley axx xxxxx xxxxxxxxxx laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except provided that such Executive Officer has not acted with "Disabling Conduct" as defined in the Trust's Agreement and Declaration of Trust, dated July 13, 1999. SCHEDULE F TO THE AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST AND BISYS FUND SERVICES OHIO, INC. In the event that BISYS fails to perform the same service standard listed below during any three (3) consecutive months, the Trust may provide a notice requiring BISYS to cure said failure. In the event BISYS fails to perform pursuant to the extent relevant standard in the month following receipt of such indemnification notice, the Trust shall have the right, exercisable within the next thirty (30) days only, to terminate this Agreement upon sixty (60) days' notice to BISYS. For purposes of the foregoing, a "failure to perform" means a failure to meet the service standard under the terms of the Agreement governing BISYS' Services, for which BISYS would not be excused and for which BISYS would be illegal, impermissible or improper responsible under the Federal Securities LawsAgreement (including, as interpreted without limitation, under Articles 5 and 9). The required Performance Level associated with a Function will be measured by dividing the total number of times that Function was correctly performed during the month by the SEC total number of times that Function occurred during the month. EXAMPLE: With respect to, the calculation of NAVs, assuming 22 business days and 9 non-money market funds in existence in Month 1, there should be 198 NAV calculations in Month 1. If there are 2 NAV errors in Month 1, the Performance Level for the month is 98.9% (196/198). An inaccurate calculation of the NAV is defined as when the correct calculation is $.01 per share or Sarbanes Oxleymore difference from the originally stated NAV. Such inaccuracy is considered one event and will only be counted on the day it first occurred, unless the source of the inaccuracy changes during the relevant period. An NAV error occurs at the Fund level and not the class level. It is anticipated that the Funds would not wish to deliver an NAV to NASDAQ if the accuracy of the NAV is in question at the time it is necessary to transmit the NAV to NASDAQ. If BISYS has reason to believe that an NAV is or may be incorrect, it may either "withhold" the NAV from NASDAQ or "withdraw" an NAV previously submitted, in consultation with the Funds' pricing committee or the appropriate representative of the Funds. In such event, BISYS shall not be deemed to have failed to report to NASDAQ by the applicable cut-off time.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill Foreside concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Foreside Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Foreside Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill Foreside of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill Foreside (a) cannot ensure that the Trust complies with applicable Federal Securities Laws , and (b) whenever an employee or agent of Beacon Hill Foreside serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill Foreside and hold the Executive Officer and Beacon Hill Foreside harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Foreside as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Financial Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to , as determined in accordance with the Executive Officer under its directors’ and officers’ liability policy that is appropriate to governing documents of the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive managementTrust. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers service providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, or its Service Providers or Other Providers service providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Trust shall provide coverage to the Executive Officer acts in good faith under its directors’ and in a manner reasonably believed officers’ liability policy that is appropriate to be in the best interests Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of the Trust, the executive management; and (c) shall provide indemnification that is consistent with indemnification applicable to other officers holding positions of executive management. The Trust shall indemnify the Executive Officer and provide Beacon Hill with prior written notice of any changes to such coverage and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxleyindemnification.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Financial Officer contemplated in under the provisions of this Agreement Section 3 of this Schedule E will each be an executive officer of the Trust Trust, along with any other officers so designated after the date hereof pursuant to the terms of this Schedule E and the Agreement (“each, an "Executive Officer”") either through incorporation documents or specifically through board resolutions. The provisions of Section 2 3 are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"). The Trust’s governing documents (including its Agreement and Declaration , a copy of Trust and By-Laws) and/or resolutions of its Board which shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable provided to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her officeupon request. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above, and shall at all times have the right to resign his or her position for any or no reason, as permitted under applicable federal and/or state law. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except provided that such Executive Officer has not acted with "Disabling Conduct" as defined in the Trust's Agreement and Declaration of Trust, dated July 13, 1999. SCHEDULE F TO THE AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN ALLIANZ VARIABLE INSURANCE PRODUCTS FUND OF FUNDS TRUST AND BISYS FUND SERVICES OHIO, INC. In the event that BISYS fails to perform the same service standard listed below during any three (3) consecutive months, the Trust may provide a notice requiring BISYS to cure said failure. In the event BISYS fails to perform pursuant to the extent relevant standard in the month following receipt of such indemnification notice, the Trust shall have the right, exercisable within the next thirty (30) days only, to terminate this Agreement upon sixty (60) days' notice to BISYS. For purposes of the foregoing, a "failure to perform" means a failure to meet the service standard under the terms of the Agreement governing BISYS' Services, for which BISYS would not be excused and for which BISYS would be illegal, impermissible or improper responsible under the Federal Securities LawsAgreement (including, as interpreted without limitation, under Articles 5 and 9). The required Performance Level associated with a Function will be measured by dividing the total number of times that Function was correctly performed during the month by the SEC total number of times that Function occurred during the month. EXAMPLE: With respect to, the calculation of NAVs, assuming 22 business days and 9 non-money market funds in existence in Month 1, there should be 198 NAV calculations in Month 1. If there are 2 NAV errors in Month 1, the Performance Level for the month is 98.9% (196/198). An inaccurate calculation of the NAV is defined as when the correct calculation is $.01 per share or Sarbanes Oxleymore difference from the originally stated NAV. Such inaccuracy is considered one event and will only be counted on the day it first occurred, unless the source of the inaccuracy changes during the relevant period. An NAV error occurs at the Fund level and not the class level. It is anticipated that the Funds would not wish to deliver an NAV to NASDAQ if the accuracy of the NAV is in question at the time it is necessary to transmit the NAV to NASDAQ. If BISYS has reason to believe that an NAV is or may be incorrect, it may either "withhold" the NAV from NASDAQ or "withdraw" an NAV previously submitted, in consultation with the Funds' pricing committee or the appropriate representative of the Funds. In such event, BISYS shall not be deemed to have failed to report to NASDAQ by the applicable cut-off time.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 23(c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust Charter and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Sarbanes-Oxley, Applicable AML Laws or other Federal securities lxxx xxxxxxxxxx to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies"Applicable Securities Laws") by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Company or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sarbanes-Oxley and other applicable laws). It Notwithstanding xxx xxxxxxxxx of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Sarbanes-Oxley, and (b) whenever an employee or agent of Beacon Hill serves as an Executive BISYS sexxxx xx xx Xxxcutive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to , as determined in accordance with the Executive Officer under its directors’ and officers’ liability policy that is appropriate to governing documents of the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive managementTrust. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) Beacon Hill cannot ensure that the Trust complies with applicable Federal Securities Laws , and Laws; (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as Trust,-the Trust shall provide coverage to the Executive Officer acts in good faith under its directors’ and in a manner reasonably believed officers’ liability policy that is appropriate to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer Officer’s role and Beacon Hill title, and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related consistent with coverage applicable to the service other officers holding positions of such executive management; and (c) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, except the Trust shall provide indemnification that is consistent with indemnification applicable to the extent other officers holding positions of executive management. The Trust shall provide Beacon Hill with prior written notice of any changes to such indemnification would be illegal, impermissible coverage or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxleyindemnification.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Financial Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies), a copy of which shall be provided to the Trust upon request and upon any material amendment thereto. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-LawsLaws (“Governing Documents”) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Beacon Hill has reviewed the Trust’s Governing Documents and acknowledges that they satisfy the requirements set forth in the immediately preceding sentence. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers service providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillHill and is not cured timely by the Trust as provided in Section 5 hereof. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, or its Service Providers or Other Providers service providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, shall promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that an audit report as defined under Section 2(a) of Sarbanes Oxley failed to meet the standards of applicable laws). The Executive Officer and Beacon Hill shall promptly notify the Trust of any issue, matter or event that would be reasonably likely to result in any claim by Beacon Hill or an employee or agent of Beacon Hill (or its affiliate) or any third party which involves an allegation that the Trust failed to exercise his or her obligations to Beacon Hill in a Report manner consistent with applicable laws (including but not limited to any claim that an audit report as defined under Section 2(a) of Sarbanes Oxley failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.the

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutions"). In addition, the parties agree that the AML Compliance Officer shall be treated as an Executive Officer of the Trust for purposes of this Section 2(d). The provisions of Section 2 Sections 2(a) - (c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust. BISYS shall promptly provide to the Trust copies of any material amendments to the BISYS Policies. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage available in the mutual funds industry and applicable to the other officers of the Trust holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The In the event an Executive Officer resigns as such for any reasons (other than for the reasons specified in the foregoing provisions of this Section 2(d), BISYS shall promptly provide another appropriately qualified employee or agent reasonably acceptable to the Board to serve as such Executive Officer. By accepting appointment as an Executive Officer, such person and BISYS each acknowledges and agrees that his or her appointment does not constitute an express or implied agreement between the Executive Officer and the Trust for any specific period of appointment, and involves no employment relationship with the Trust. BISYS and each such person further acknowledges and agrees that the Board shall have the right to terminate his or her appointment as an Executive Officer, with or without notice, at any time. Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws)Xxxxxxxx-Xxxxx. It Notwithstanding any provision of the Sub-Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except Trust to the same extent such indemnification would be illegal, impermissible or improper under as other Executive Officers of the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyTrust.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 Sections 2(a) - (b) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust. BISYS represents that at the date of this Agreement, the Chief Compliance Officer and the AML Compliance Officer are not subject to the disqualification provisions of Section 9 of the 1940 Act. In addition, BISYS represents that during the term of this Agreement it shall take reasonable steps to determine whether the Chief Compliance Officer and the AML Compliance Officer are subject to the disqualification provisions of Section 9 of the 1940 Act, and if such an Officer is subject to the disqualification provisions, to replace that Officer. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust and to the same extent as the indemnification provisions applicable to the other officers of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Trust or its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It is Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that or by implication provides to the Trust complies with applicable Federal Securities Laws contrary, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer and the AML Compliance Officer contemplated in under the provisions of this Section 2 of this Agreement will each be an executive officer officers of the Trust Funds (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 Sections 2(a) — (b) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance BISYS Policies”), a copy of which shall be provided to the Funds upon request. The Trust’s Funds’ governing documents (including its their Agreement and Declaration Articles of Trust Incorporation and By-Laws) and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustFunds, except to the extent he or she would otherwise be liable to the Trust Funds by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Funds shall provide coverage to the each Executive Officer under its directors’ their directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which the Executive Officer would be forced to materially deviate material deviation from the Beacon Hill Governance BISYS Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Applicable AML Laws or Applicable Securities Laws Laws, or (c) a material deviation by the Trust Funds from the terms of this Agreement governing the services of the such Executive Officer that is not caused by the such Executive Officer or Beacon HillBISYS. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers Funds or their Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Funds shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustFunds, one or more Trust Funds shareholder(s) or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Funds in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies Funds comply with applicable Federal Applicable AML Laws or the Applicable Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustFunds, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustFunds (and would not otherwise be liable to the Funds by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Funds shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill BISYS as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyFunds.

Additional Provisions Concerning Executive Officers. It I t is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 are subject to the internal governance policies of Beacon Hill Foreside concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Foreside Governance Policies). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Foreside Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon HillForeside. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, and the Trust shall, promptly notify Beacon Hill Foreside of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill Foreside (a) cannot ensure that the Trust complies with applicable Federal Securities Laws Laws, and (b) whenever an employee or agent of Beacon Hill Foreside serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill Foreside and hold the Executive Officer and Beacon Hill Foreside harmless from any loss, liability, expenses (including reasonable attorneys attorney’s fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill Foreside as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 1.3 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies”). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer Officers under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role Officer roles and title, and consistent with coverage applicable to the other officers holding positions of executive managementtitles. In appropriate circumstances, the Executive Officer Officers shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers service providers of the Trust or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer Officers shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers service providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer Officers may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer Officers failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 23(c) of this Agreement are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Trust upon request. The Trust’s 's governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Sarbanes-Oxley, Applicable AML Laws xx xxxxx Xxxxral securities laws applicable to the Executive Officer would be forced to materially deviate from Trust (the Beacon Hill Governance Policies, (b"Applicable Securities Laws") an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (cb) a material deviation by the Trust from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient information or cooperation from the Trust, Trust or its Service Providers other service providers to appropriately perform his or Other Providers to make an informed determination regarding any of the matters listed aboveher duties. The Each Executive Officer may, and the Trust shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) the Trust's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Sarbanes-Oxley and other applicable lawsxxxx). It Notwithstanding any provision of this Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Sarbanes-Oxley, and (b) whenever an employee or agent xxxxxxxx xx xgent of Beacon Hill BISYS serves as an Executive Officer of the Trust, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustTrust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 23(c) of this Agreement are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust Charter and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or other Federal securities laws applicable to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies“Applicable Securities Laws”) by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient information or cooperation from the Trust, Company or its Service Providers other service providers to appropriately perform his or Other Providers to make an informed determination regarding any of the matters listed aboveher duties. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of this Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund the Chief Compliance Officer contemplated in and any Certifying Officer provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 23(c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance BISYS Policies”), a copy of which shall be provided to the Company upon request. The TrustCompany’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad lack of good faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or Applicable Securities Laws by the Executive Officer would be forced to materially deviate from the Beacon Hill Governance PoliciesCompany, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Company or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, lack of good faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“"Executive Officer”) either through incorporation documents or specifically through board resolutionsOfficers"). The provisions of Section 2 23(c) are subject to the internal governance policies of Beacon Hill BISYS concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance "BISYS Policies"), a copy of which shall be provided to the Company upon request. The Trust’s Company's governing documents (including its Agreement and Declaration of Trust Charter and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, Officer and that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ ' and officers’ ' liability policy that is appropriate to the Executive Officer’s 's role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of the Executive Officer would be forced Xxxxxxxx-Xxxxx Act of 2002 ("Xxxxxxxx-Xxxxx"), Applicable AML Laws or other Federal securities laws applicable to materially deviate from the Beacon Hill Governance PoliciesCompany (the "Applicable Securities Laws") by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Company or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company's shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The provisions of Section 2 1.3 are subject to the internal governance policies of Beacon Hill concerning the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies”). The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs reasonably incurred by him or her in connection with defense or disposition of any actions arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust shall provide coverage to the Executive Officer Officers under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role Officer roles and title, and consistent with coverage applicable to the other officers holding positions of executive managementtitles. In appropriate circumstances, the Executive Officer Officers shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers service providers of the Trust or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer Officers shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers service providers or Other Providers to make an informed determination regarding any of the matters listed above. The Executive Officer may, Officers and the Trust shall, shall promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer Officers failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws). It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable Federal Securities Laws federal securities laws , and (b) whenever that the provisions of Section 8 shall cover not only Beacon Hill but also individually an employee or agent of Beacon Hill serves serving as an Executive Officer of and to the Trustextent not inconsistent with anything contrary herein, as long as the Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Beacon Hill as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes Oxley.

Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that each Fund Officer contemplated in Certifying Officers provided by BISYS under the provisions of this Agreement Section 23 will each be an constitute executive officer officers of the Trust Company (“Executive OfficerOfficers”) either through incorporation documents or specifically through board resolutions). The provisions of Section 2 23(c) are subject to the internal governance policies BISYS Policies, a copy of Beacon Hill concerning which shall be provided to the activities of its employees and their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies)Company upon request. The TrustCompany’s governing documents (including its Agreement and Declaration Articles of Trust Incorporation and By-Laws) and/or resolutions of its the Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the TrustCompany, except to the extent he or she would otherwise be liable to the Trust Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trust Company shall provide coverage to the each Executive Officer under its directors’ directors and officers’ officers liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: be (a) a situation in which violation of Xxxxxxxx-Xxxxx, Applicable AML Laws or other Federal securities laws applicable to the Executive Officer would be forced to materially deviate from Company (the Beacon Hill Governance Policies“Applicable Securities Laws”) by the Company, or (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust Company from the terms of this Agreement governing the services of the such Executive Officer that Officer, which (in either case) is not primarily caused by the failure of such Executive Officer or Beacon HillBISYS to meet obligations under applicable laws and this Agreement. In addition, the each Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, Company or its Other Service Providers or Other Providers to make an informed determination regarding any of the matters listed above. The Each Executive Officer may, and the Trust Company shall, promptly notify Beacon Hill BISYS of any issue, matter or event that would be reasonably likely to result in any claim by the TrustCompany, one or more Trust shareholder(s) the Company’s shareholders or any third party which involves an allegation that the any Executive Officer failed to exercise his or her obligations to the Trust Company in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). It Notwithstanding any provision of the Agreement that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Beacon Hill (a) BISYS cannot ensure that the Trust Company complies with applicable Federal Applicable AML Laws, the Applicable Securities Laws or Xxxxxxxx-Xxxxx, and (b) whenever an employee or agent of Beacon Hill BISYS serves as an Executive Officer of the TrustCompany, as long as the such Executive Officer acts in good faith and in a manner reasonably believed to be in the best interests of the TrustCompany (and would not otherwise be liable to the Company by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust Company shall indemnify the Executive Officer and Beacon Hill BISYS and hold the Executive Officer and Beacon Hill BISYS harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related resulting to the service of such employee or agent of Beacon Hill Employee/Executive Officer as an Executive Officer of the Trust, except to the extent such indemnification would be illegal, impermissible or improper under the Federal Securities Laws, as interpreted by the SEC or Sarbanes OxleyCompany.