Common use of Compliance Services Clause in Contracts

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY BNYM to provide the a Fund with compliance servicesservices (including any Sub-Chapter M Services), such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundFunds. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Each applicable Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten (10) business days of its receipt. The Each Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund , and further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 ten (10) business days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the a Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the applicable Fund will notify the BNY BNYM of such condition within one business day after discovery thereof. (c) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the applicable Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the applicable Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY BNYM to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) I. The Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY BNYM of such condition within one business day after discovery thereof. (c) . While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. The Service Provider shall provide the Company with the following compliance services: (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance Federal and state regulatory review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I.compliance; (b) The Fund will examine each Compliance Summary Report delivered Subject to it by any restrictions set forth in the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such conditionAgreement, the Fund will notify the BNY development and filing of such condition within one business day after discovery thereof.policy forms, riders, endorsements, and disclosure statements as may be required from time to time by Applicable Law; (c) While Filing of rate changes, as required; (d) Preparation and submission of (and provision of financial data required for) all reports required by the BNY will endeavor to identify out-of-compliance conditionsSEC (including without limitation forms N­ SAR, 485(b) registration statement updates, fund and registered separate account annual reports and 24f-2 Notices), the BNY does NASD (including, without limitation, compilation of information, if any, related to the Reinsured Policies that would be reflected in any quarterly FOCUS II/IIA reports, annual FOCUS schedule 1 or Customer Complaints Rule 3070 Report), and the states (in each case only after review and approval thereof by the Company), with all of the foregoing to be accomplished within such time periods as are necessary to comply with Applicable Law after giving allowance, in the cases of information relevant to reports of filings of the Company that are not specific to the Reinsured Policies, for time periods reasonably specified by the Company to permit integration of the subject information related to the Reinsured Policies; (e) Review and could not for approval of customer communications by appropriately licensed personnel; (f) Coordination of special mailings including, among other things, the fees chargedperiodic mailing of privacy notices to owners, make insureds/annuitants and agents; (g) Handling any guarantees, representations written communication primarily expressing a grievance against the Company or warranties the Service Provider with respect to its ability to identify all such conditions. In the event Reinsured Policies, as follows: (i) The Service Provider shall advise the Company of any errors customer complaint threatening the commencement of legal action or omissions regulatory action or of any inquiry or complaint received from or forwarded by a state insurance department or other government agency, better business bureau or an attorney representing any customer within 24 hours of receipt, if possible, but in no instance later than five (5) Business Days after receipt thereof, and shall, if requested by the Company, provide the Company with copies of all pertinent files and correspondence relating thereto; (ii) The Service Provider shall be responsible for the investigation and preparation of responses to all customer complaints and regulatory inquiries or complaints, provided that no response (other than acknowledging receipt of the complaint) to a customer complaint threatening the commencement of legal action or regulatory action or an inquiry or complaint received from or forwarded by a state insurance department or other government agency, better business bureau or any attorney representing any customer shall be sent to said customer, government agency, better business bureau or attorney if the Company promptly notifies the Service Provider that the Company intends to respond to such complaint; (iii) Subject to the foregoing, all customer complaints shall be handled in accordance with Applicable Law (including without limitation NASD requirements and any response time requirements applicable thereto; the Service Provider shall use all commercially reasonable efforts to resolve or acknowledge such customer complaint by the fifth (5th) Business Day after receipt thereof (with respect to customer complaints from state insurance departments, other regulatory agencies, or attorneys threatening legal or regulatory action) or by the tenth (10th) Business Day after receipt thereof (with respect to customer complaints from consumers or others); and a record of all customer complaints shall be maintained in a log showing the date received, the nature of the complaint, the action taken (if any) and the date of the response; (h) Drafting and filing registration statements and other SEC related documents, where required, and performing services necessary to meet SEC requirements and distributing all required prospectuses, post­effective amendments or supplements to the registration statements of the Separate Accounts or of any underlying funds as well as annual and semi­annual reports; (i) Making all filings and obtaining all regulatory approvals required with regard to advertising of the Reinsured Policies, including without limitation all filings and approvals required by Applicable Laws and NASD requirements (except to the extent that such services are performed by other entities pursuant to written agreements with the Company); (j) Providing regulatory supervision and compliance, to the extent the Service Provider is legally permitted, as to all servicing functions contemplated by this Agreement; (k) Ensuring SEC and NASD compliance for variable contracts, prospectuses, and registration statements including the submission of any required information, conducting annual compliance audits, quarterly complaint reporting, registering and terminating representatives and monitoring continuing education requirements with respect to Service Provider employees or representatives of any third party administrator retained by the Service Provider; (l) Monitoring statutes and regulations of the insurance departments in the performance of Compliance Services, various states in which the Fund’s sole policyholders or the Reinsured Policies are located to ensure compliance therewith and exclusive remedy to ensure that any actions or communications required by such regulations or statutes are properly made; (m) Monitoring the federal securities statutes and the BNY’s sole liability shall rules, regulations, orders, and interpretations thereunder and the securities statutes and rules, regulations, orders, and interpretations thereunder of the various states in which policyholders are located to ensure compliance therewith and to ensure that any actions or communications required thereby are properly made; (n) Conducting all underwriting (whether related to reinstatements or increases in coverage that may be required under the terms of a Reinsured Policy) in accordance with Applicable Law, including any and all restrictions upon discrimination; (o) Compliance with OFAC and money "laundering" restrictions, including but not limited to re-performance by those adopted under the BNY U.S. Patriot Act; and (p) Providing such services as the Company may require under its direction in connection with responding to inquiries from the SEC, NASD, NAIC or the insurance or securities departments of the Compliance Services affected and various states in connection therewith which the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fundpolicyholders are located.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the a Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each FundOMFS, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundOMFS. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund OMFS will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund OMFS agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund OMFS further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund OMFS learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund OMFS will notify the BNY of such condition within one business day as soon as practicable under the circumstances after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In Provided BNY acted in good faith and without willful misconduct, in the event of any errors or omissions in the performance of Compliance Services, the FundOMFS’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the FundOMFS.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors losses sustained by the Fund as a direct result of the BNY's negligence or omissions wilful misconduct in providing the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole 's liability shall be limited to re-performance the lesser of (i) the actual direct money damages suffered by the affected Fund as a direct result of such failure or (ii) $10,000. Any action brought against the BNY for claims hereunder must be brought within one year following the date the event giving rise to the claim is discovered by or brought to the attention of the Compliance Services affected and in connection therewith Funds. This limitation on liability shall reset at the correction end of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fundeach term.

Compliance Services. The Administrator shall provide the Company with the following additional compliance services: (a) If Schedule I contains a requirement for Preparation and submission of (and provision of financial data required for) all reports required by the BNY to provide SEC (including without limitation forms N-SAR, 485(b) registration statement updates, fund and separate account annual reports and 24f-2 Notices), the Fund with compliance servicesNASD (including, such services shall be provided pursuant without limitation, compilation of information, if any, related to the terms of this Section 6 (the “Compliance Services”Reinsured Policies that would be reflected in any quarterly FOCUS II/IIA reports, annual FOCUS schedule 1 or Customer Complaints Rule 3070 Report). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed states (in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to each case only after review and approval thereof by the Fund. The BNY shall have no responsibility or obligation Company), with all of the foregoing to provide Compliance Services other be accomplished within such time periods as are necessary to comply with Applicable Law after giving allowance, in the cases of information relevant to reports of filings of the Company that those services specifically listed in Schedule I.are not specific to the Reinsured Policies, for time periods reasonably specified by the Company to permit integration of the subject information related to the Reinsured Policies; (b) The Fund will examine each Compliance Summary Report delivered Notwithstanding anything in this Agreement to it the contrary, all complaints and other grievances shall be handled by the BNY Administrator in accordance with NASD requirements (including any response time requirements applicable thereto); (c) Review and notify comment on registration statements and other SEC related documents prepared by the BNY Company, and assist the Company in meeting SEC requirements with respect to any of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respectsReinsured Contracts. In addition, if the Fund learns Administrator shall distribute at its expense to contractholders all required information provided by the Company to the Administrator (which the Company hereby agrees to provide on a timely basis), including prospectuses, post-effective amendments or supplements to the registration statements of the Separate Account or of any outunderlying funds as well as annual and semi-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof.annual reports; (cd) While Make all filings and obtain all regulatory approvals required with regard to advertising of the BNY will endeavor Reinsured Contracts, including without limitation all filings and approvals required by Applicable Laws and NASD requirements (except to identify out-of-the extent that such services are performed by other entities pursuant to written agreements with the Company); (e) Ensure SEC and NASD compliance conditionsfor variable contracts, prospectuses, and registration statements including the BNY does not submission of any required information, conducting annual compliance audits, quarterly complaint reporting, registering and could not terminating representatives and monitoring continuing education requirements; (f) Monitor the federal securities statutes and the rules, regulations, orders, and interpretations thereunder and the securities statutes and rules, regulations, orders, and interpretations thereunder of the various states in which contractholders or Reinsured Contracts are located to ensure compliance therewith and to ensure that any actions or communications required thereby are properly made; (g) Process information relating to proxy voting, including receiving record date information and proxy solicitation from underlying investment vehicle(s); preparing proxy ballots; mailing solicitation and resolicitations, if necessary; and maintaining all proxy registers and other required proxy material; (h) Provide the Company with all information reasonably requested and necessary for the fees chargedCompany to meet any requirements arising out of the Xxxxxxxx-Xxxxx Act of 2002, make any guaranteesas amended; and (i) Ensure compliance with the Office of Foreign Assets Control (“OFAC”) of the US Department of the Treasury and money “laundering” restrictions, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be including but not limited to re-performance by those adopted under the BNY Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund2001.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed and documented between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties guarantees with respect to its ability to identify all such conditions. In Provided BNY acted in good faith, in the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “"Compliance Services”"). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s 's Compliance Services shall be detailed in a compliance summary report (the “"Compliance Summary Report”") prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that than those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor in good faith to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s 's sole and exclusive remedy and the BNY’s 's sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Managing Owner on behalf of the applicable Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund Managing Owner, on behalf of each Fund, will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 ten (10) days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the each Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the applicable Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund Trust with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fundthe Trust, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundTrust. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund Trust will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund Trust further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the FundTrust’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the FundTrust.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if If the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day as soon as practicable under the circumstances after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In Provided no BNY bad faith negligence or willful misconduct, in the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) BNYM and each Fund recognize and acknowledge that BNYM’s services pursuant to this Agreement are solely limited to performance of the Activities. Unless specifically provided under this Agreement, nothing contained herein, expressed or implied, is intended or shall be construed to confer upon BNYM any duty to ensure that any Fund, its Investment Advisor or any related entities are acting in compliance with any applicable domestic or international laws or regulations. (b) If Schedule I contains a requirement for the BNY BNYM to provide the a Fund with compliance servicesservices (including any Sub-Chapter M Services), such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (bc) The Each applicable Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten (10) days of its receipt. The Each Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund , and further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 ten (10) days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the a Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the applicable Fund will notify the BNY BNYM of such condition within one business day after discovery thereof. (cd) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the applicable Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the applicable Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 17 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY within 10 days of any error, omission or discrepancy within 10 daysthat was known or reasonably should have been known to the Fund, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each the Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If As contained in Schedule I contains a requirement for the BNY shall to provide the to each Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 8 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receiptas soon as is reasonably practicable under the circumstances. The Fund agrees to notify the BNY promptly as soon as reasonably practicable if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one five business day days after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund a Series, with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and the Trust, on behalf of each FundSeries, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundTrust. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund Trust will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund Trust agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund Trust learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund Trust will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the FundTrust’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the FundTrust.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the a Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each FundOMCAP, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundOMCAP. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund OMCAP will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund OMCAP agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund OMCAP further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund OMCAP learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund OMCAP will notify the BNY of such condition within one business day as soon as practicable under the circumstances after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In Provided BNY acted in good faith and without willful misconduct, in the event of any errors or omissions in the performance of Compliance Services, the FundOMCAP’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the FundOMCAP.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors losses sustained by the Fund as a direct result of the BNY’s negligence or omissions wilful misconduct in providing the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance the lesser of (i) the actual direct money damages suffered by the affected Fund as a direct result of such failure or (ii) $10,000. Any action brought against the BNY for claims hereunder must be brought within one year following the date the event giving rise to the claim is discovered by or brought to the attention of the Compliance Services affected and in connection therewith Funds. This limitation on liability shall reset at the correction end of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fundeach term.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that than those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor in good faith to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each the Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. For purposes of this paragraph, “business day” shall mean any day on which the Fund is open for business as set forth in its Prospectus. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 business days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day as soon as practicable under the circumstances after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In Provided BNY acted in good faith and without willful misconduct, in the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund Funds with compliance services, such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each FundFT Services, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by FT Services and the FundTrust. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund FT Services will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund FT Services learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund FT Services will notify the BNY of such condition within one five (5) business day days after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s FT Services’ sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected affected, and in connection therewith the correction of it shall correct any error or omission, if practicable practicable, and the preparation of prepare a corrected report, at no cost to FT Services or the FundTrust.

Compliance Services. Provide all CCO compliance services consistent with the requirements of Rule 38a-1, including without limitation: · Administer and enforce the Trust’s Compliance Program · Provide general and ongoing regulatory and compliance consultation, advice and recommendations to the Board of Trustees (athe "Board") If Schedule I contains a requirement · Provide ongoing review and oversight of the Trust, Investment Advisory, Sub-advisory, Transfer Agent, Fund Accounting and Fund Administration compliance programs to ensure ongoing implementation and effectiveness · Establish and maintain interface plan for oversight of the BNY Trust, Adviser, Sub-adviser, Fund Accountant, Transfer Agent and Administrator · Conduct on-site reviews (including risk assessments and testing) of the Trust and remote reviews of Service Provider compliance programs at least annually, and make recommendations for amendments · Provide regular quarterly compliance report to the Board · Report violations and recommend remedial actions to the Trust. In the event that the CCO reports violations and is not reasonably satisfied with the Trust’s efforts to address and remedy the same, the CCO shall report such violations to the Board · Provide required Rule 38a-1 annual written report to the Board · Conduct required Rule 38a-1 annual meeting with Independent Trustees and be available as needed for in-person or telephone meetings with the Board and Committee of Independent Trustees · Provide compliance support to the Trust with respect to SEC examinations, inspections and regulatory issues · Cooperate with the Trust in responding to any inspection by or information request from the SEC that relates to matters covered by this Agreement · Cooperate with legal counsel to the Trust and legal counsel to its Adviser in providing all services under this Agreement · Respond to any request from the Board for additional information · Perform quarterly compliance testing and such other transactional, periodic and forensic testing as necessary to provide services hereunder · Consult with the Fund Board, the Trust and its representatives as necessary to amend, update and revise the Compliance Program. Recommend amendments and draft policies and procedures as they pertain to: - consistency with regulatory expectations or risk-based policies and procedures; - maintenance of compliance serviceswith the Federal Securities Laws; and - any other changes as necessary to ensure the Compliance Program is reasonably designed to prevent, detect and promptly remedy violations of the Federal Securities Laws HFC will provide all of the services described in Schedule A above for a fee of $[redacted] per month, with the payment for services in January 2009 due upon the execution of this Agreement and fees for successive months payable in advance thereafter not later than five (5) days after the first business day of the month in which such services shall are to be provided pursuant rendered. Monthly payments are considered late if not received by the fifteenth day of any month in which such services are to be rendered. HFC will not be responsible for providing ongoing services to the terms Trust or for any liability relating to such services during any month in which HFC fees for such services are not received by the fifteenth day of this Section 6 (the “Compliance Services”). The precise compliance review and testing month in which such services are to be provided shall be as mutually agreed between rendered. In addition to the BNY and each Fundabove fees, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund Trust agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission reimburse HFC or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any pay directly reasonable out-of-compliance condition before receiving a Compliance Summary Report reflecting such conditionpocket expenses incurred by HFC on the Trust's behalf, including but not limited to: · All postage, freight, delivery and bonding charges (if any) incurred by HFC in delivering materials to the Fund will notify Trust; · All expenses incurred in connection with any custom programming or systems modifications required to provide any special reports or services requested by the BNY Trust and approved by the Trust in advance of such condition within one business day after discovery thereof. (c) While their occurrence; · Travel expenses approved by the BNY will endeavor Trust in advance of their occurrence; and · Any additional expenses reasonably incurred by HFC in the performance of its duties and obligations under this Agreement and approved by the Trust in advance of their occurrence. All reimbursement is subject to identify provision of an invoice accompanied by an itemized accounting and written proof of all expenses. HFC shall pre-clear each out-of-pocket expense before it is incurred. EDUCATION: GEORGETOWN UNIVERSITY LAW CENTER, Washington, D.C. LLM, Federal Securities Regulation, 0000 XXXXXXXXXX XXXXXXXXXX XXXXXX XX XXX, Xxxxxx, Xxxxxxxxxx JD, May 0000 XXXXXXXXXX XX XXXXXX, Xxxxxx, Xxxx BS, Business Administration, April 1983 Honors/Activities: Honors Program Graduate Degree completed in three years EXPERIENCE: XXXXXX FINANCIAL CONSULTING LLC, Mars, Pennsylvania May 2006 to present Owner of independent legal/consulting firm specializing in providing broker-dealer, investment adviser, hedge fund and mutual fund related legal and compliance, regulatory professional services. Services include general regulatory legal support, enforcement defense, chief compliance conditionsofficer outsourcing, the BNY does not arbitration, mediation, and could not for the fees chargedexpert witness. Valhalla Capital Partners, make any guaranteesLLC, representations or warranties with respect Louisville, Kentucky - Chief Compliance Officer. Firm specializes in managing closed-end funds investing primarily in mortgage-backed securities. Magnetar Spectrum Fund, (2006-2008) Evanston. Illinois – Chief Compliance Officer. Fund invests primarily in credit and master limited partnerships. Pennant Park Fund, (2006-2008) New York, NY – Chief Compliance Officer to its ability Business Development Company. THE PNC FINANCIAL SERVICES GROUP, INC., Pittsburgh, Pennsylvania August 1999 to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to reMay 2006 Chief Broker-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.Dealer Counsel

Compliance Services. (a) If As contained in Schedule I contains a requirement for the BNY shall to provide the to each Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 8 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten twenty (1020) days of its receipt. The Fund agrees to notify the BNY promptly as soon as reasonably practicable if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one five business day days after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (ai) If Schedule I contains Fund Accounting Agent shall provide for each Portfolio identified on Exhibit A as a requirement for recipient of Compliance Services and the BNY Agreement is hereby amended to provide include the Fund with compliance services, such services shall be provided pursuant to more fully set forth under the terms of this Section 6 subheading “Compliance Services” (the “Compliance Services”). ) on Exhibit D. (ii) The precise compliance review and testing services to be provided shall be as directed by the applicable Portfolio and as mutually agreed between the BNY Fund Accounting Agent and each Fundsuch Portfolio, and the results of the BNYFund Accounting Agent’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fundapplicable Portfolio. The BNY Fund Accounting Agent shall have no responsibility or obligation to provide Compliance Services other that than those services specifically listed in Schedule I.Exhibit D. (biii) The Fund A Portfolio will examine each Compliance Summary Report delivered to it by the BNY Fund Accounting Agent and notify the BNY Fund Accounting Agent of any error, omission or discrepancy within ten (10) days of its receipt. The Fund Each Portfolio agrees to notify the BNY Fund Accounting Agent promptly in writing if it fails to receive any such Compliance Summary Report. The Fund Each Portfolio further acknowledges that unless it notifies the BNY Fund Accounting Agent of any error, omission or discrepancy within 10 ten (10) days, such Compliance Summary Report shall be deemed to final and shall not be correct and conclusive in all respectsreissued. In addition, if the Fund a Portfolio learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund Portfolio will notify the BNY Fund Accounting Agent of such condition within one (1) business day after discovery thereof. (civ) While the BNY Fund Accounting Agent will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties conditions with respect to its ability the specific tests agreed between Fund Accounting Agent and the applicable Portfolio. A Fund’s sole and exclusive remedy with respect to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability absent willful misfeasance, bad faith or gross negligence, shall be limited to re-performance by the BNY Fund Accounting Agent of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable practicable, and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection Connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the a Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each FundOMCAP, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundOMCAP. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. I. (b) The Fund OMCAP will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund OMCAP agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund OMCAP further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund OMCAP learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund OMCAP will notify the BNY of such condition within one business day as soon as practicable under the circumstances after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In Provided BNY acted in good faith and without willful misconduct, in the event of any errors or omissions in the performance of Compliance Services, the FundOMCAP’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the FundOMCAP.

Compliance Services. (a) BNYM and Fund recognize and acknowledge that BNYM’s services pursuant to this Agreement are solely limited to performance of the Activities. Unless specifically provided under this Agreement, nothing contained herein, expressed or implied, is intended or shall be construed to confer upon BNYM any duty to ensure that Fund, its Investment Advisor or any related entities are acting in compliance with any applicable domestic or international laws or regulations. (b) If Schedule I contains a requirement for the BNY BNYM to provide the Fund with compliance servicesservices (including any Sub-Chapter M Services), such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (bc) The Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund , and further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 daysten (10) days of its receipt, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY BNYM of such condition within one business day promptly after discovery thereof. (cd) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY BNYM to provide the a Fund with compliance servicesservices (including any Sub-Chapter M Services), such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundFunds. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Each applicable Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten (10) business days of its receipt. The Each Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund , and further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 ten (10) business days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the a Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the applicable Fund will notify the BNY BNYM of such condition within one business day after discovery thereof. (c) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the applicable Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the applicable Fund.. Administrative Services Agreement Page 13 of 39

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund Trust with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fundthe Trust, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the FundTrust. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund Trust will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten thirty (1030) days of its receipt. The Fund Trust agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund Trust learns of any out-of-out of compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund Trust will promptly notify the BNY of such condition within one business day after discovery thereofcondition. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the FundTrust’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the FundTrust.

Compliance Services. (a) BNYM and the Fund recognize and acknowledge that BNYM’s services pursuant to this Agreement are solely limited to performance of the Activities. Unless specifically provided under this Agreement, nothing contained herein, expressed or implied, is intended or shall be construed to confer upon BNYM any duty to ensure that the Fund, the Investment Advisor, or any related entities are acting in compliance with any applicable domestic or international laws or regulations. (b) If Schedule I contains a requirement for the BNY BNYM to provide the Fund with compliance servicesservices (including any Sub-Chapter M Services), such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between BNYM and the BNY and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreedagreed (provided that such Compliance Summary Report will be delivered promptly after the end of each calendar quarter). Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (bc) The Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten twenty (1020) days of its receipt. The Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund , and further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 twenty (20) days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY BNYM of such condition within one business day promptly after discovery thereof. (cd) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY Administrator to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “"Compliance Services”"). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY Administrator and each Fund, and the results of the BNY’s Administrator's Compliance Services shall be detailed in a compliance summary report (( the “"Compliance Summary Report”") prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY Administrator shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I, or mutually agreed upon in writing by the parties hereto pursuant to item 2 of Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY Administrator and notify the BNY Administrator of any error, omission or discrepancy within ten (10) business days of its receipt. The Fund agrees agreed to notify the BNY Administrator promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY Administrator of any error, omission or discrepancy within 10 ten (10) business days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will promptly notify the BNY Administrator of such condition within one business day after discovery thereof. (c) While the BNY Administrator will endeavor to identify out-of-compliance conditions, the BNY Administrator does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s 's sole and exclusive remedy and the BNY’s Administrator's sole liability shall be limited to re-performance by the BNY Administrator of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund Funds with compliance services, such services shall be provided pursuant to the terms of this Section 6 7 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each FundFT Services, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by FT Services and the FundTrust. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. I. (b) The Fund FT Services will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund FT Services learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund FT Services will notify the BNY of such condition within one five (5) business day days after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s FT Services’ sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected affected, and in connection therewith the correction of it shall correct any error or omission, if practicable practicable, and the preparation of prepare a corrected report, at no cost to FT Services or the FundTrust.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy of which it is reasonably aware within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any such error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Servicesrelating to out-of-compliance conditions, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided - 8 - shall be as mutually agreed between the BNY and each the Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “"Compliance Services”"). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s 's Compliance Services shall be detailed in a compliance summary report (the “"Compliance Summary Report”") prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I.l. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one two business day days after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations representations, or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s 's sole and exclusive remedy and the BNY’s 's sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY BNYM to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY BNYM of such condition within one business day after discovery thereof. (c) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNYBNYM’s sole liability shall be limited to re-performance by the BNY BNYM of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY BNYM to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY BNYM and each Fund, and the results of the BNYBNYM’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a specified periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY BNYM shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY BNYM and notify the BNY BNYM of any error, omission or discrepancy within ten thirty (1030) days of its receipt. The Fund agrees to notify the BNY BNYM promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY BNYM of any error, omission or discrepancy within 10 30 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY BNYM of such condition within one business day promptly after discovery thereof. (c) While the BNY BNYM will endeavor to identify out-of-compliance conditions, the BNY BNYM does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In The Fund acknowledges that it has adopted a compliance program pursuant to the event requirements of any errors or omissions in Rule 38a-1 under the performance of Compliance Services, 1940 Act and that the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of Fund is not solely reliant on the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fundfulfill its obligations thereunder.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I.I or as otherwise mutually agreed. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if the Fund learns of any out-of-compliance condition before or after receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.

Compliance Services. (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I. (b) The Fund will examine each Compliance Summary Report delivered to it by the BNY and notify the BNY of any error, omission or discrepancy within ten (10) days of its receipt. The Fund agrees to notify the BNY promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies the BNY of any error, omission or discrepancy within 10 days, such Compliance Summary Report shall be deemed to be correct and conclusive in all respects. In addition, if If the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify the BNY of such condition within one business day after discovery thereof. (c) While the BNY will endeavor to identify out-of-compliance conditions, the BNY does not not, and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Compliance Services, not attributable to BNY’s negligence willful misconduct, the Fund’s sole and exclusive remedy and the BNY’s sole liability shall be limited to re-performance by the BNY of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable and the preparation of a corrected report, at no cost to the Fund.