Common use of Compliance with the Investment Company Act of 1940 Clause in Contracts

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI ; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Fund Company from time to time. (d) Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the Fund Agent whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement:

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI Prospectus; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Fund Company from time to time. (d) Effective October 16, 2007, Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“"TIN”"), the Individual/International Taxpayer Identification Number (“"ITIN”"), or other government-issued identifier (“"GII”"), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“"indirect intermediary”") and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the Fund Agent whether it plans to perform (i) or (ii). (b) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to (c) To the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC NSCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Effective October 16, 2007, Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement:

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 19401940 (the “Investment Company Act”), as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI Registration Statement; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus Registration Statement requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus Registration Statement requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus Registration Statement and such other policies established by the Fund Company from time to time. (d) Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the Fund Agent whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement:

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI SAI; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Fund Company from time to time. (d) Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the Fund Agent whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement:

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI Prospectus; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Fund Company from time to time. (d) Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“"TIN”"), the Individual/International Taxpayer Identification Number (“"ITIN”"), or other government-issued identifier (“"GII”"), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“"indirect intermediary”") and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the Fund Agent whether it plans to perform (i) or (ii). (b) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to (c) To the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement:

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI Prospectus; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Fund Company from time to time. (d) Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“"TIN”"), the Individual/International Taxpayer Identification Number (“"ITIN”"), or other government-issued identifier (“"GII”"), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“"indirect intermediary”") and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the t he Fund Agent whether it plans to perform (i) or (ii). (b) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to (c) To the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement: (i) The term “

Compliance with the Investment Company Act of 1940. (a) Trust Entity confirms that it will be considered the Fund Company’s agent for the sole purpose of receiving purchase and redemption orders from Client-shareholders and transmitting them to the Funds. Trust Entity may authorize such designees as it deems appropriate (“Designees”) to receive orders on the Fund Company’s behalf. Trust Entity shall be liable to the Fund Company for each Designee’s compliance with applicable regulations, requirements and this Section 2 to the same extent as if Trust Entity itself had acted or failed to act instead of the Designee. (b) Trust Entity certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Funds, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended; (ii) the provisions of this Agreement; and (iii) the Prospectus and SAI Prospectus; (c) Trust Entity further certifies that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (ii) has determined that each Designee has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus requirements with respect to, late trading, market timing and abusive trading practices; (iii) upon request, will provide information and further certification to Fund Agent or its designee to verify compliance with this Section 2; and (iv) will cooperate in monitoring and enforcing the Fund Company’s market timing, late trading, and any redemption fee policies as set forth in the Prospectus and such other policies established by the Fund Company from time to time. (d) Trust Entity agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through a Trust Entity Fund Account during the period covered by the request. (i) Requests must set forth a specific period, not to exceed one year from the date of the request, for which transaction information is sought. A request may be ongoing and continuous (e.g., for each trading day throughout the year) or for specified periods of time. The Fund Agent may request transaction information older than one year from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund Agent for the purpose of eliminating or reducing market timing and abusive trading practices. (a) Trust Entity agrees to provide, promptly upon request of the Fund Agent or its designee, the requested information specified in 2.d. If requested by the Fund Agent or its designee, Trust Entity agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in 2.d is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund Agent or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in 2.d for those shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund Agent. Trust Entity additionally agrees to inform the Fund Agent whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the DTCC Standardized Data Reporting Format. (iii) The Fund Agent agrees not to use the Shareholder information received from Trust Entity pursuant to this Agreement for marketing or any other similar purpose without the prior written consent of Trust Entity. (e) Trust Entity agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions in the Fund’s Shares (directly or indirectly through a Trust Entity Fund Account) that violate policies established for the purpose of eliminating or reducing market timing and abusive trading practices. (i) Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or the Trust Entity Fund Account (s) or other agreed upon information to which the instruction relates. (ii) Trust Entity agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Trust Entity. (iii) Trust Entity must provide written confirmation to the Fund Agent that instructions have been executed. Trust Entity agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. (f) For purposes of this Section 2.d and 2.e of the Agreement: