Common use of Covenants of the Company and the Bank Clause in Contracts

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunderunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.the

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and byBy-laws Laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable applicable, a specimen of the certificate of Shares in of each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate certificate of the Secretary of the Company as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' Trustees’ resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the currently authorized Shares and the status of such Shares under the Securities Act of 1933, which may be copies of previously issued opinions, and an opinion of counsel for the Company with respect to newly authorized Shares with respect to the validity of such Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by as currently in effect as of the Securities and Exchange Commission date hereof and all post-effective amendments theretothereto filed subsequent to the date hereof. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer Authorized Person or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) Funds with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) Funds held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s)Funds, all of which shall be as of the date the Bank commences operations as the Company's transfer agent. (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) Funds registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and 15 Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 6.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and byBy-laws Laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable applicable, a specimen of the certificate of Shares in each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate certificate of the Secretary of the Company as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the DirectorsTrustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) Company with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) Company held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s)Company. (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) Company registration statement on Form N-1A (N-2. its current prospectus and statement of additional information, if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments theretoany. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 6.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 6.03 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 6.04 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person. 6.05 The Company shall not use the name of the Bank or any of its affiliates in any prospectus, sales literature or other material relating to the Company in a manner not approved by the Bank prior thereto in writing; provided, however, that the approval of the Bank shall not be required for any use of its name which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided, further, that in no event shall such approval be unreasonably withheld or delayed.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 6.01. The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and byBy-laws Laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer officer, Director or Director Authorized Person of the Company. (e) If applicable applicable, a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate certificate of the Secretary of the Company as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) Company with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) Company held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s)Company. (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) Company registration statement on Form N-1A (N-2, its current prospectus and statement of additional information, if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments theretoany. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 6.02. The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable6.03. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 6.04. In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer Authorized Person of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the DirectorsTrustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisableadvisable consistent with Rule 31a-2 under the 1940 Act. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit Notwithstanding the right foregoing, the Bank agrees to permit examination of such books and records at any time or from time to time during the Bank's business hours by representatives or designees of the Company Securities and Exchange Commission (the "SEC") and to disclose its own recordspromptly furnish, whether or not prepared or maintained upon demand and to the location specified by the BankSEC, true, correct, complete and current hard copies of any or all or any part of such books and records. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to shall notify the Company and will use its best efforts to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the DirectorsTrustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (kj) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. In addition, the Bank and the Company further agree that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (the "Act"), disclosed by a party hereunder xx xxx xxx xxxxxxic purpose of permitting the other party to perform the services set forth in this Agreement. The Bank and the Company each agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement, to any other party, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act. 15.4 The Bank and the Company agree that all non-public books, records, non-public information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any without the consent of the other personparty, except as may be required by law. In no case shall this section 15.4 limit applicable law or at the right request of the Company to disclose its own records, whether a governmental agency or not prepared or maintained by the Bankself-regulatory organization. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents declaration of trust and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer Officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the DirectorsTrustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) Trust's registration statement on Form N-1A N-1a (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 18.1 The Company shall promptly furnish or cause to be furnished to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy copy, of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Board designating authorized persons to give instructions to the Bank, and a Certificate certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) Copies of each vote of the governing body of the Provider(s) designating authorized persons to give instructions to the Bank, and a certificate providing specimen signatures for such authorized persons. (f) Certificates as to any change in any officer or Director of the Provider(s). (g) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (gh) All account application forms and other documents relating to shareholder accounts amounts or relating to any plan, program or service offered by the Company. (hi) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (ij) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (jk) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as applicable) as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k1) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 18.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 18.3 The Bank shall keep agrees that all records relating prepared or maintained by the Bank pursuant to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank thereunder relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 18.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 18.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, right however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All Participation Agreements or account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-post- effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, as required by the 1940 Act and in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 7.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Board of Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement.Agreement and the appointment of the Bank; (b) A copy of the charter its corporate organization documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote A certificate of the Directors designating Secretary of the Company certifying the total number of Shares authorized persons to give instructions to for issuance and the Bank, and a Certificate providing specimen signatures for such authorized personslegal description of the Shares. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An legal opinion of counsel (whether in-house or outside) for to the Company with respect to the covering validity of the Shares and the status of such Shares their registration or exemption from registration under the Securities Act of 1933, as amended. (je) Copies A list of all officers of the Fund(s) registration statement Company who shall be authorized to give instructions hereunder, along with the addresses and phone numbers for each. At least three persons shall at all times be set forth on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments theretosuch list. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 7.02 The Bank bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock Share certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 7.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rulesthe requirements of the law, and will be surrendered promptly to the Company on and in accordance with its request. 15.4 7.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 7.05 In case of any requests or demands for the inspection of the Shareholder shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch inspection. The Bank reserves the right, however, upon three business days prior written notice to the Company, to exhibit the Shareholder shareholder records to any person whenever it is advised by its counsel which the Bank believes to be competent and to possess the requisite expertise that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder shareholder records to such person. Notwithstanding the foregoing, if counsel to the Bank advises the Bank that an inspection is required in less than the three business days in which the Bank would be required to give prior notice to the Company, the Bank may permit such inspection notwithstanding the failure to give such three business day prior notice. It is hereby acknowledged by the Company that the Bank's then current U.S. counsel for the majority of the Bank's depositary receipt and/or transfer agent matters shall be deemed satisfactory for purposes of issuing any opinions for the Bank hereunder. 7.06 The Company shall provide the Bank as soon as practicable after the date hereof with a mechanism to enable registered and beneficial owners of Shares to obtain at source the favorable withholding tax treatment provided by the Tax Convention of December 18, 1992 xxxxxxx Xxx Xxxxxxxxxxx xxx xxx Xxxxxx Xxxxxx. 7.07 Before countersigning for original issue any registered certificates the Company shall furnish the Bank with sufficient funds in U.S. dollars to pay all applicable stock stamp taxes, if any, on such issue. The Bank shall be entitled to rely on the information furnished to the Bank by the Company regarding the amount of such tax. The Company will indemnify the Bank and hold it harmless for any additional amounts the Bank becomes liable to pay. If no such taxes are payable, the Bank shall be furnished with an opinion of counsel to that effect.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and byBy-laws Laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens If applicable, specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the DirectorsTrustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as N-lA as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisableadvisable consistent with Rule 31a-2 under the 1940 Act. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit Notwithstanding the right foregoing, the Bank agrees to permit examination of such books and records at any time or from time to time during the Bank's business hours by representatives or designees of the Company Securities and Exchange Commission (the "SEC") and to disclose its own recordspromptly furnish, whether or not prepared or maintained upon demand and to the location specified by the BankSEC, true, correct, complete and current hard copies of any or all or any part of such books and records. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to shall notify the Company and will use its best efforts to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A N- 1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 9.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution Articles of Incorporation and By-Laws of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement.Company; (b) A copy Copies of all material amendments to its Articles of Incorporation or Bylaws made after the charter documents and by-laws date of the Company and all this Agreement, promptly after such amendments thereto.are made; and (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the A certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approvalthe Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options, warrants or a conversion of debentures or otherwise. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 9.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for the safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; , and for the preparation or preparation, use, and for keeping account of, recordkeeping of such certificates, forms and devices. 15.3 9.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the The Bank agrees that all such records prepared or maintained by the Bank it relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rulesthe requirements of law, and will be surrendered promptly to the Company on and in accordance with its request. 15.4 9.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 9.05 In case of the event that any requests or demands are made for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch inspection. The Bank expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential 11 property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the DirectorsTrustees, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the DirectorsTrustees' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may reasonably deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may reasonably deem advisableadvisable and as required by any applicable laws or regulations. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section any applicable laws and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor use its best effort to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents Declaration and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (hf) A list of all Shareholders of the Fund(s) Fund with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) Fund held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops 17 have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s)Fund. (ig) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 19331933 which may be copies of a previously issued opinion. (jh) Copies of the Fund(s) Fund registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (ki) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, of such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which 18 are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors Trustees of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents Declaration and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Trustees designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director Trustee of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (hf) A list of all Shareholders of the Fund(s) Fund with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) Fund held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s)Fund. (ig) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 19331933 which may be copies of a previously issued opinion. (jh) Copies of the Fund(s) Fund registration statement on Form N-1A (if applicable)as as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (ki) Such other certificates, documents or opinions as the Bank may deem mutually be deemed necessary or appropriate for the Bank in the proper performance of its duties hereunderduties. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, of such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch instruction. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (kj) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. In addition, the Bank and the Company further agree that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (the "Act"), disclosed by a party hereunder xx xxx xxx xxxxxxic purpose of permitting the other party to perform the services set forth in this Agreement. The Bank and the Company each agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement, to any other party, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act. 15.4 The Bank and the Company agree that all non-public books, records, non-public information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any without the consent of the other personparty, except as may be required by law. In no case shall this section 15.4 limit applicable law or at the right request of the Company to disclose its own records, whether a governmental agency or not prepared or maintained by the Bankself-regulatory organization. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 18.1 The Company shall promptly furnish or cause to be furnished to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors Board designating authorized persons to give instructions to the Bank, and a Certificate certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) Copies of each vote of the governing body of the Provider(s) designating authorized persons to give instructions to the Bank, and a certificate providing specimen signatures for such authorized persons. (f) Certificates as to any change in any officer or Director of the Provider(s). (g) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (gh) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (hi) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( (if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (ij) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (jk) Copies of the Fund(s) registration statement on Form N-1A N1A (if applicable)as applicable) as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (kl) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 18.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping of account of, such certificates, forms and devices. 15.3 18.3 The Bank shall keep agrees that all records relating prepared or maintained by the Bank pursuant to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank thereunder and relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 18.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 18.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory regulator, body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 15.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as applicable) as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 15.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 15.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 15.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 15.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following: (a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the charter documents and by-laws of the Company and all amendments thereto. (c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer or Director of the Company. (e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company. (h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s). (i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933. (j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its request. 15.4 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

Covenants of the Company and the Bank. 15.1 9.01 The Company shall promptly furnish to the Bank the following: (a) A certified copy An adequate supply of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this AgreementShare certificates. (b) A copy of the charter documents and by-laws resolutions adopted by the Board of Directors of the Company appointing the Bank as Transfer Agent and/or Registrar and Dividend Disbursing Agent, as the case may be, duly certified by the Secretary or Assistant Secretary of the Company under the corporate seal. (c) A copy of its corporate organization documents and all amendments thereto. (cd) Copies of each vote A certificate of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons. (d) Certificates as to any change in any officer Secretary or Director an Assistant Secretary of the Company, under its corporate seal, stating that: i) this Agreement has been executed and delivered pursuant to the authority of the Company's Board of Directors; ii) the attached specimen Share iii) certificate(s) are in substantially the form submitted to and approved by the Company's Board of Directors for current use and the attached specimen Share certificates for each Class of Stock with issued and outstanding Shares are in the form previously submitted to and approved by the Company's Board of Directors for past use; iv) the attached list of existing agreements pursuant to which Shares have been reserved for future issuance specifying the number of reserved Shares subject to each such existing agreement and the substantive provisions thereof, is true and complete, or no Shares have been reserved for future issuance. v) each shareholder list provided is true and complete (such certification may state that it is based upon the certification of the predecessor Transfer Agent or predecessor Registrar that prepared the list) or no Shares are outstanding; vi) the name of each stock exchange upon which any of the Shares are listed and the number and identity of the Shares so listed; vii) the name and address of each co-Transfer Agent, Registrar (other than the Bank) or co-Registrar for any of the Shares and the extent of its appointment, or there are no co-Transfer Agents, Registrars (other than the Bank) or co-Registrars for any of the Shares; and viii) the officer(s) of the Company, who executed this Agreement as well as any certificates or papers delivered to the Bank pursuant to this Agreement, were validly elected to, and the incumbents of, the offices they purported to hold at the time of such execution and delivery, and that their signatures on all documentation are genuine; and upon which is subscribed a certificate of an officer of the Company, other than the officer executing the certificate of the Secretary, stating that the person who executed the certificate of the Secretary was validly elected to, and is the Secretary or an Assistant Secretary of the Company and that his signature on the certificate is genuine. (e) If applicable a specimen Opinion of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval. (f) Specimens of all new certificates counsel for Shares, accompanied by the Directors' resolutions approving such forms. (g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company., addressed to the Bank, to the effect that: (hi) A list of all Shareholders of the Fund(s) with Shares issued and outstanding on the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Shares to be issued hereunder, when issued), lists of any account against which stops shall have been placedduly authorized, together with the reasons for said stops, validly issued and the number of Shares redeemed by the Fund(s).fully paid and will be non-assessable; (iii) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares issued and outstanding on the status of such Shares date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration; iii) the Company has paid or caused to be paid all taxes, if any, which were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof; and iv) the execution and delivery of this Agreement and the issuance of the Shares do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of the Company, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Company is a party or by which it is bound and this Agreement is enforceable against the Company in accordance with it terms, except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally. (jf) Copies A list of all directors and officers of the Fund(s) registration statement Company who shall be authorized to give instructions hereunder, along with the addresses and phone numbers for each. At least three persons shall at all times be set forth on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments theretosuch list. (k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder. 15.2 9.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock Share certificates, the direct registration system, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 15.3 9.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the confidential property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered to the Company on and in accordance with its requestrequirements of the law. 15.4 9.04 The Bank and the Company agree that all non-public books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. In no case shall this section 15.4 limit the right of the Company to disclose its own records, whether or not prepared or maintained by the Bank. 15.5 9.05 In case of any requests or demands for the inspection of the Shareholder records of the Company, the Bank will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to suchrequest or demandsuch inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body held liable for the failure to exhibit the Shareholder records to such person. 9.06 The Company will furnish the Bank with forms of important notices in sufficient quantities to be sent to the registered owners of Shares resident in the United States and/or banks, brokers and nominees and nonresidents of the United States holding Shares, setting forth information relating to the payment of dividends. In connection with the foregoing, the Bank is authorized and directed, at the Company's cost and expense, to arrange for the printing and distribution of the forms of important notices, advertisements and other documents in connection with the payment of dividends. 9.07 The Company, shall arrange for the prompt transmittal by the Company to you of such notices, reports and communications which are made generally available by the Company to holders of Shares. Upon the written request of the Company, the Bank shall arrange for the mailing, at the Company's expense, of copies of such notices, reports and communications to all registered holders of Shares or, at the request of the Company, make such notices, reports and communications available to such registered holders and beneficial owners on such reasonable basis as the Company may advise you may be required by any applicable law, regulation or stock exchange requirement. 9.08 The Company will not at any time instruct you to issue Shares being issued upon original issuance or re-acquired by the Company unless a registration statement is in effect as to such Shares under the Securities Act of 1933 or unless the offering and sale in the United States of the Shares is not subject to the registration provisions of said act. In the event of an offering by the Company of Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities, the Company will take appropriate steps to ensure that such offering will not result in a violation of any applicable United States law, rule or regulation. Without limiting the generality of the foregoing, with respect to any offering of rights to subscribe for Shares which have not been registered under the Securities Act of 1933, as amended, the Bank shall attempt to sell such rights in accordance with its normal procedures. Upon any such sale, the Bank shall attempt to convert any proceeds of such sale, less amounts represented by Dutch tax, if any, into United States dollars and pay the United States dollars (after deduction of expenses in connection with such conversion and any amounts on account of applicable taxes) to the registered holders of Shares entitled thereto, less amounts subject to United States Federal or state income tax backup withholding, if any.