Common use of Delivery of Documents Clause in Contracts

Delivery of Documents. The Trust has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate of Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor BISYS copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s 's Certificate of Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s 's Certificate”"); (b) The Bylaws By-Laws of the Trust (such Bylaws, By-Laws as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s 's most recent Post-Effective Amendment to its Registration Statement Statement(s) under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") (said Registration Statement, as presently in effect relating to the Shares and as amended or supplemented from time to time, is herein called the “Registration Statement”)any further amendment thereto; (e) Notification of Registration registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Trust with respect to the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s 's Certificate of Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s 's Certificate”"); (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “"Bylaws”"); (c) Resolutions of the Board of Trustees of the Trust (the “"Board”") authorizing the execution and delivery of this Agreement; (d) The Trust’s 's most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( the “"Securities Act”"), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") and all subsequent amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses A Prospectus and Statement of Additional Information of the Funds (such prospectus and statement of additional information for the Fundsinformation, as presently filed with the Securities and Exchange Commission (said prospectuses and statement of additional information as presently in effect the "SEC") and as amended or supplemented they shall from time to time be amended and supplemented herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered will promptly furnish to Equitable such copies, properly certified or authenticated, of contracts, documents and other related information, other than confidential documents or information, that Equitable may reasonably request or require to properly discharge its duties. Such documents may include but are not limited to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Resolutions of the Board authorizing the appointment of Equitable to provide certain services to the Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”)approving this Agreement; (b) The Bylaws Trust's Declaration of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)Trust; (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this AgreementThe Trust's By-Laws; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission ("SEC"); (e) The Trust's registration statement including exhibits, as amended, on Form N-1A (the “Commission”) (said "Registration Statement") under the 1933 Act and the 1940 Act, as filed with the SEC; (f) Copies of the Investment Management Agreement between the Trust and the Manager (the "Management Agreement"); (g) Copies of each of the Investment Advisory Agreements between the Manager and the investment advisers; (h) Opinions of counsel and auditors' reports; (i) The Trust's prospectus(es) and statement(s) of additional information relating to all trusts, series, Funds and classes, as applicable, and all amendments and supplements thereto (such prospectus(es) and statement(s) of additional information and supplements thereto, as presently in effect and as amended or supplemented from time to timetime hereafter amended and supplemented, is herein called the “Registration Statement”"Prospectuses"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (fj) prospectuses and Such other material agreements as the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Trust may enter into from time to time herein called individually the “Prospectus” andincluding securities lending agreements, collectivelyfutures and commodities account agreements, the “Prospectuses”)brokerage agreements and options agreements. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor copies Investment Adviser with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate First Amended and Restated Declaration of Trust dated September 22, 2006, and any and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust’s By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)any amendments thereto; (c) Resolutions resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement), as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust’s Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust “1933 Act”), if applicable, and under the 1940 Act on Form N-8A as filed with the CommissionCommission and all amendments thereto; and (f) prospectuses the most recent Prospectus, Summary Prospectus (if applicable) and Statement of Additional Information of each of the statement Funds (such Prospectus, Summary Prospectus and Statement of additional information for the FundsAdditional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively referred to as the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented “Prospectus”). The Trust will furnish the Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate of Trust and all amendments thereto (such Certificate 's Declaration of Trust, together executed as of April 25, 1988, and as filed with any amendments theretothe Secretary of State of Ohio on April 25, 1988, as amended or restated to the date hereof (such Declaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust's By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)any amendments thereto; (c) Resolutions resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on April 27, 1988 and all amendments thereto; (e) all of the Trust's procedures and guidelines and all resolutions of the Trust's Board relevant to its the services to be provided by the Investment Adviser hereunder; (f) the Trust's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( the “Securities ("1933 Act”"), (File No. 33-21489), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission and the most recent amendment thereto; and (g) the “Commission”) most recent Prospectus and Statement of Additional Information of each of the Funds (said Registration Statementsuch Prospectus and Statement of Additional Information, as presently in effect effect, and as amended or supplemented from time to timeall amendments and supplements thereto, is are herein collectively called the “Registration Statement”"Prospectus"); (e) Notification of Registration of . The Trust will furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) the Trust's Agreement and Declaration of Trust, dated April 7, 1997 and filed with the Secretary of State of The Trust’s Certificate Commonwealth of Trust Massachusetts, and all amendments thereto or restatements thereof (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The the Trust's Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)amendments thereto; (c) Resolutions resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its 's original Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on July 31, 1997 and all amendments thereto; (e) the Trust's current Registration Statement on Form N-lA under the Securities Act of 1933, as amended ( the “Securities ("1933 Act”"), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) the Funds' most recent prospectuses and the statement Trust's Statement of additional information for Additional Information relating to the FundsFunds (such prospectuses and Statement of Additional Information, as presently filed in effect, and all amendments and supplements thereto are herein collectively called the "Prospectus" or the "Prospectuses"). The Trust will promptly furnish the Investment Adviser with copies of all amendments of or supplements to the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate 's Declaration of Trust Trust, and any and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust's By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)any amendments thereto; (c) Resolutions resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its 's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission and all amendments thereto; (e) the Trust's Registration Statement on. Form N-1A under the Securities Act of 1933, as amended ( the “Securities ("1933 Act”"), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (and the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commissionmost recent amendment thereto; and (f) prospectuses the most recent Prospectus and Statement of Additional Information of each of the statement Funds (such Prospectus and Statement of additional information for the FundsAdditional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented "Prospectus"). The Trust will furnish the Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to the Distributor or will furnish Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver prior to it all future amendments and supplements thereto, if anythe commencement of the Sub-Adviser’s services: (a) The the Trust’s Certificate Agreement and Declaration of Trust Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on June 1, 1994, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws the Trust’s By-Laws and amendments thereto; c) resolutions of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Trust’s Board of Trustees of the Trust (the “Board”) authorizing the execution appointment of Sub-Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “CommissionSEC”) (said and all amendments thereto; e) the Trust’s Registration StatementStatement on Form N-1A under the Securities Act of 1933, as presently in effect amended (“1933 Act”) and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and (f) prospectuses the Trust’s most recent prospectus and the statement Statement of additional information Additional Information for the Funds, as presently filed with the Commission Funds (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein collectively called individually the “Prospectus” and, collectively, the “Prospectuses”). Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor copies Investment Adviser with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate of Trust Trust, filed with the Delaware Secretary of State on October 22, 2013, and any and all amendments thereto or restatements thereof (such the “Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws Trust’s Amended and Restated Agreement and Declaration of the Trust (such BylawsTrust, as presently in effect dated May 12, 2014, and as they shall from time to time be amended, herein called the “Bylaws”)any and all amendments thereto or restatements thereof; (c) Resolutions the Trust’s By-Laws and any and all amendments thereto or restatements thereof; (d) resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (de) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration on Form N-8A under the 1940 Act, as filed with the Commission, and all amendments thereto; (f) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities 1933 Act”), and under the 1940 Act, on Form N-1A Act as filed with the Securities Commission and Exchange Commission all amendments thereto; and (g) the “Commission”) most recent Prospectus, Summary Prospectus and Statement of Additional Information of each of the Funds (said Registration Statementsuch Prospectus, Summary Prospectus and Statement of Additional Information, as presently in effect effect, and all amendments and supplements thereto, are herein collectively referred to as amended or supplemented from time to time, is herein called the “Registration StatementProspectus”); (e) Notification of Registration of . The Trust will furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor BISYS copies of each of the following documents (receipt of which is acknowledged) and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s 's Certificate of Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s 's Certificate”"); (b) The Bylaws By-Laws of the Trust (such Bylaws, By-Laws as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s 's most recent Post-Effective Amendment to its Registration Statement Statement(s) under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") (said Registration Statement, as presently in effect relating to the Shares and as amended or supplemented from time to time, is herein called the “Registration Statement”)any further amendment thereto; (e) Notification of Registration registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Trust with respect to the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered will promptly furnish to the Distributor copies Administrator such copies, properly certified or authenticated, of each of the following contracts, documents and will promptly deliver other related information, other than confidential documents or information, that Administrator may reasonably request or require to it all future amendments and supplements theretoproperly discharge its duties. Such documents may include, if anybut are not limited to, the following: (a) Resolutions of the Board authorizing the appointment of Administrator to provide certain services to the Trust and approving this Agreement; (b) The Trust’s Certificate Agreement and Declaration of Trust; (c) The Trust’s By-Laws; (d) The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with SEC; (e) The Trust’s Registration Statement including exhibits and any amendments, as filed with the SEC; (f) Copies of the Investment Advisory Agreement between the Trust and the investment adviser (“Adviser”) to the Trust (the “Advisory Agreement”); (g) Copies of each of the Investment Sub-Advisory Agreements between the Adviser and any investment sub-advisers; (h) Copies of relevant Trust policies and procedures adopted by the Board; (i) Opinions of counsel and auditors’ reports; (j) The Trust’s prospectus(es) and statement(s) of additional information relating to all series, portfolios and classes, as applicable, and all amendments and supplements thereto (such Certificate prospectus(es) and statement(s) of Trust, together with any amendments additional information and supplements thereto, as presently in effect and as it shall from time to time be amendedhereafter amended and supplemented, herein called the “Trust’s CertificateProspectuses”);; and (bk) The Bylaws of Such other material agreements as the Trust (such Bylaws, as presently in effect and as they shall may enter into from time to time be amendedincluding, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution but not limited to, securities lending agreements, futures and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933commodities account agreements, as amended ( the “Securities Act”), brokerage agreements and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)options agreements. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The TrustFund’s Certificate Agreement and Declaration of Trust dated as of September 24, 1987 as amended and restated through November 25, 2014 and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s CertificateTrust Agreement”), copies of which are also on file with the Secretary of The Commonwealth of Massachusetts; (b) The Bylaws of the Trust Fund’s By-Laws and all amendments thereto (such BylawsBy-laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “BylawsBy-Laws”); (c) Resolutions Certified resolutions of the Portfolios’ Shareholders and the Fund’s Board of Trustees of approving the Trust (the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The TrustFund’s most recent Post-Effective Amendment prospectus and statement of additional information with respect to its the Portfolios and any supplements thereto (such prospectus and statement of additional information, as presently in effect and as amended, supplemented and/or superseded from time to time, are herein called the “Prospectus” and “Additional Statement,” respectively); and (e) The Fund’s Registration Statement Statement, as amended, with respect to the Portfolios under the Securities Act of 1933, as amended ( (the “Securities 1933 Act”), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of . The Fund agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to furnished the Distributor Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate Declaration of Trust and all amendments thereto or restatements thereof (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust’s By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)all amendments thereto; (c) Resolutions resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “CommissionSEC”) (said Registration Statementon January 11, as presently in effect 1999 and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust’s Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust “1933 Act”) (File No. 33-70423) and under the 1940 Act on Form N-8A (File No. 811-09195) as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and (f) prospectuses the Trust’s most recent prospectus and the statement Statement of additional information for the FundsAdditional Information (such prospectus and Statement of Additional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented “Prospectus”). The Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate 's Agreement and Declaration of Trust and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s Certificate”'s Declaration"); (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on August 10, 1995 and all subsequent amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Securities and Exchange Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto of the Trust dated as of ______ __, 1995 (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s Certificate”"Trust Agreement"), copies of which are also on file with the Secretary of the Commonwealth of Massachusetts; (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions Certified resolutions of the Board of Shareholder(s) and the Trustees of the Trust (approving the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The Trust’s most recent Post-Effective Amendment Custodian Agreement (including related fee schedule) dated ________________, 1995 between the Trust and PNC Bank (such Agreement, as presently in effect and as amended and/or superseded from time to its time, is herein called the "Custodian Agreement"); (e) Prospectus and Statement of Additional Information of the Trust with respect to the Fund as currently in effect (such Prospectus and Statement of Additional Information, as currently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus"); and (f) Registration Statement of the Trust under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on ________ __, 1995, and as amended on Form N-1A (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Administrator with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate of Trust and all amendments thereto (such Certificate Articles of Trust, together as filed with any amendments theretothe Clerk of the State Corporation Commission of the Commonwealth of Virginia on September 25, 2008, and its Declaration of Trust, as presently in effect (such Declaration of Trust, as presently in effect and as it shall may from time to time be amended, herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust Trust’s By-laws, as presently in effect (such BylawsBy-laws, as presently in effect and as they shall may from time to time be amended, herein called the “BylawsBy-laws”); (c) Resolutions of the Trust’s Board of Trustees of the Trust (the “Board”) authorizing the execution appointment of the Administrator and delivery of approving this Agreement; (d) The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (“SEC”); (e) The Trust’s most recent Post-Effective Amendment recently filed amendment to its Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( the (“Securities 1933 Act”), ; and (f) The current Prospectuses and under Statements of Additional Information of the 1940 Act, on Form N-1A as filed with the Securities Funds (such Prospectus and Exchange Commission (the “Commission”) (said Registration StatementStatement of Additional Information of each Fund, as presently in effect and as amended or supplemented all amendments and supplements thereto, a “Prospectus”). The Trust will furnish the Administrator, from time to time, is herein called with executed copies of all amendments and supplements to the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto of the Trust dated as of August 10, 1995 (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s Certificate”"Trust Agreement"), copies of which are also on file with the Secretary of the Commonwealth of Massachusetts; (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions Certified resolutions of the Board of Shareholder(s) and the Trustees of the Trust (approving the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The Trust’s most recent Post-Effective Amendment Custodian Agreement (including related fee schedule) dated January 15, 1996 between the Trust and PNC Bank (such Agreement, as presently in effect and as amended and/or superseded from time to its time, is herein called the "Custodian Agreement"); (e) Prospectus and Statement of Additional Information of the Trust with respect to the Fund as currently in effect (such Prospectus and Statement of Additional Information, as currently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus"); and (f) Registration Statement of the Trust under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on August 10, 1995, and as amended on Form N-1A (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor copies Investment Adviser with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate of Trust Trust, filed with the Delaware Secretary of State on October 22, 2013, and any and all amendments thereto or restatements thereof (such the “Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws Trust’s Agreement and Declaration of the Trust (such BylawsTrust, executed as presently in effect of October 16, 2013, and as they shall from time to time be amended, herein called the “Bylaws”)any and all amendments thereto or restatements thereof; (c) Resolutions the Trust’s By-Laws and any and all amendments thereto or restatements thereof; (d) resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (de) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration on Form N-8A under the 1940 Act, as filed with the Commission, and all amendments thereto; (f) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities 1933 Act”), and under the 1940 Act, on Form N-1A Act as filed with the Securities Commission and Exchange Commission all amendments thereto; and (g) the “Commission”) most recent Prospectus, Summary Prospectus and Statement of Additional Information of each of the Funds (said Registration Statementsuch Prospectus, Summary Prospectus and Statement of Additional Information, as presently in effect effect, and all amendments and supplements thereto, are herein collectively referred to as amended or supplemented from time to time, is herein called the “Registration StatementProspectus”); (e) Notification of Registration of . The Trust will furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to the Distributor copies of each of the following documents and will promptly shall deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate of Trust Company's Charter and all amendments thereto (such Certificate of Trust, together with any amendments theretoCharter, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”"Company's Charter"); (b) The Bylaws of the Trust Company (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “"Bylaws”"); (c) Resolutions of the Board of Trustees Directors of the Trust (the “Board”) Company authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement Company's registration statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") relating to the Shares, and all subsequent amendments thereto (said Registration Statementregistration statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust Company under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses Prospectuses and the statement statements of additional information for of the Funds, as presently filed with Company and of the Commission Funds (said such prospectuses and statement statements of additional information information, as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate of Trust and all amendments thereto (such Certificate Declaration of Trust, together as filed with any amendments theretothe State of Massachusetts (such Declaration, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s CertificateDeclaration”); (b) The Bylaws of the Trust Trust’s By-laws (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “BylawsBy-Laws”); (c) Resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement on Form N-1A under the 1940 Act and under the Securities Act of 19331933 as amended, as amended ( (the “Securities 1933 Act”), and under relating to shares of beneficial interest of the 1940 Act, on Form N-1A Trust (herein called the “Shares”) as filed with the Securities and Exchange Commission (the “CommissionSEC”) and all amendments thereto; (said Registration Statemente) The Trust’s Prospectus (such Prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration StatementProspectus”); (e) Notification of Registration of . The Trust will furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies, properly certified or authenticated, of all amendments of or supplements to the “Prospectus” and, collectively, foregoing at the “Prospectuses”)same time as such documents are required to be filed with the SEC. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Investment Company has delivered to the Distributor furnished BIMC with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Articles of Trust Incorporation of the Investment Company, as filed with the Secretary of State of Maryland on August 6, 1985, and all amendments thereto as amended and restated on August 12, 1985 (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it they shall from time to time be amended, herein called the “Trust’s Certificate”"Articles of Incorporation"); (b) The Bylaws of the Trust Investment Company (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “"Bylaws”"); (c) Resolutions of the Investment Company's Board of Trustees authorizing the appointment of BIMC and resolutions of the Trust (Investment Company's Board of Trustees and Participation Certificate holders of the “Board”) authorizing the execution and delivery of Portfolio approving this Agreement; (d) Resolutions of the Investment Company's Board of Trustees authorizing the appointment of BCS Financial Services Corporation ("BCS") as the Portfolio's administrator pursuant to the Administration Agreement between BCS and the Investment Company dated as of February 28, 1987; (e) The Trust’s most recent Post-Effective Amendment to its Investment Company's Registration Statement on Form N-lA under the 1940 Act and the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said File No. 2-99584) relating to the Investment Company's Participation Certificates and all amendments thereto; (f) The Investment Company's Notification of Registration Statementfiled pursuant to Section 8(a) of the 1940 Act on Form N-8A with the SEC and all amendments thereto; and (g) The Investment Company's most recent prospectus and statement of additional information with respect to the Portfolio (such prospectus and statement of additional information, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented . The Investment Company will furnish BIMC from time to time herein called individually with copies, properly certified or authenticated, of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Manager has delivered to furnished the Distributor Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Corporation's Articles of Trust Incorporation, as filed with the State Department of Assessments and Taxation of the State of Maryland on _____________ and all amendments thereto (such Certificate Articles of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such BylawsIncorporation, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"Articles"): (b) The Corporation's By-Laws and all amendments thereto (such By-Laws, as presently in effect and as they shall from time to time be amended, are herein called the "By-Laws"); (c) Resolutions of the Corporation's Board of Trustees of the Trust (the “Board”) Directors authorizing the execution appointment of Adviser as investment adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Corporation's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( the “Securities Act”)amended, and under the 1940 Act, on Form N-1A Act (File No. 811-7692) as filed with the Securities and Exchange Commission on ________ ___, 1999, including all exhibits thereto, relating to shares of common stock of the Fund, par value $.001 per share (the “Commission”herein called "Shares") and all amendments thereto; (said Registration Statemente) The Fund's most recent prospectus (such prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the The Fund's most recent statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and such statement of additional information information, as presently in effect and as amended or supplemented all amendments and supplements thereto are herein called the "Statement of Additional Information"). The Manager will furnish the Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to furnished the Distributor Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s 's Certificate of Trust Trust, as filed with the Secretary of State of the State of Delaware on May 17, 2002, and Agreement and Declaration of Trust, as filed with the Trust's registered office and resident agent in the State of Delaware, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylawsdocuments, as presently in effect and as they shall from time to time be amendedamended or restated, are herein called the “Bylaws”"Declaration of Trust"); (b) The Trust's By-Laws and amendments thereto; (c) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification The Trust's Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust "1933 Act") and under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fund; and (f) prospectuses The Trust's most recent prospectus and the statement Statement of additional information Additional Information for the FundsFund (such prospectus and Statement of Additional Information, as presently filed with in effect, and all amendments and supplements thereto are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented "Prospectus"). The Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s 's Certificate of Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s 's Certificate”"); (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s 's most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") and all subsequent amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Securities and Exchange Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Advisor has delivered to the Distributor furnished Subadviser with copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s CertificateDeclaration”); (b) The Bylaws of the Trust Trust’s By-Laws and all amendments thereto (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “BylawsBy- Laws”); (c) Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Advisor as the adviser and Subadviser as investment manager and approving the Investment Advisory Agreement between the Advisor and the Trust with respect to the Trust (the “BoardAdvisory Agreement”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment recently filed amendment to its Registration Statement on Form N-2 under the Securities Act of 1933, as amended ( the “Securities Act”)amended, and under the 1940 Act, on Form N-1A as filed with including all exhibits thereto, relating to common shares of beneficial interest of the Securities and Exchange Commission (the “Commission”) (said Registration StatementTrust, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)no par value; (e) Notification of Registration of The Trust’s most recent prospectus (such prospectus, as presently in effect, and all amendments and supplements thereto are herein called the Trust under the 1940 Act on Form N-8A as filed with the Commission“Prospectus”); and (f) prospectuses and the The Trust’s most recent statement of additional information for the Funds(such statement of additional information, as presently filed with in effect, and all amendments and supplements thereto are herein called the Commission (said prospectuses and statement “Statement of additional information as presently in effect and as amended or supplemented Additional Information”). The Advisor will furnish Subadviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser will furnish upon request or has delivered to previously furnished the Distributor Subadviser with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (ai) The Trust’s Certificate 's Second Amended and Restated Master Trust Agreement dated August 16, 2000, as filed with the Secretary of Trust State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate of Trust, together with any amendments theretoMaster Trust Agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Master Trust Agreement"); (bii) The Bylaws of the Trust Trust's By-Laws and amendments thereto (such BylawsBy-Laws, as presently in effect and as they it shall from time to time be amended, are herein called the “Bylaws”"By-Laws"); (ciii) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Adviser and Subadviser and approving the Advisory Agreement and this Agreement; (iv) The most recent Post-Effective Amendment to the Trust's Registration Statement on Form N-1A under the Securities Act of 1933 as amended ("1933 Act") and the 1940 Act as filed with the Securities and Exchange Commission; (v) The Fund's most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto being referred to herein as the "Prospectus"); and (vi) All resolutions of the Board of Trustees of the Trust (pertaining to the “Board”) authorizing management of the execution and delivery assets of the Fund. During the term of this Agreement; , the Adviser shall not use or implement any amendment or supplement that relates to or affects the obligations of the Subadviser hereunder if the Subadviser reasonably objects in writing within five business days after delivery thereof (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement or such shorter period of time as the Adviser shall specify upon delivery, if such shorter period of time is reasonable under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”circumstances). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to furnished the Distributor Subadviser with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The TrustSubsidiary’s Certificate Memorandum of Trust and all amendments thereto Association (such Certificate Memorandum of Trust, together with any amendments theretoAssociation, as presently in effect and as it shall from time to time be amendedamended or supplemented, is herein called the “Trust’s CertificateMemorandum”); (b) The Bylaws Subsidiary’s Articles of the Trust Association (such BylawsArticles of Association, as presently in effect and as they it shall from time to time be amendedamended or supplemented, is herein called the “BylawsArticles”); (c) Resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (Adviser and Subadviser and approving the “Board”) authorizing Advisory Agreement and this Agreement and copies of the execution and delivery minutes of this Agreementthe initial meeting of shareholders of the Fund; (d) The Trust’s most recent Registration Statement and each Post-Effective Amendment to its Registration Statement thereto on Form N-1A under the Securities Act of 1933, 1933 as amended ( (the “Securities 1933 Act”), ) and under the 1940 Act, on Form N-1A Act (File Nos. 033-44909 and 811-06520) with respect to the Fund as filed with the Securities and Exchange Commission (the “CommissionSEC”) and all amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification The most recent prospectus (such prospectus, as in effect from time to time and all amendments and supplements thereto are herein called a “Prospectus”) of Registration the Fund; (f) All resolutions of the Board of Trustees of the Trust under pertaining to the 1940 Act on Form N-8A as filed with objectives, investment policies and investment restrictions of the CommissionFund; and (fg) prospectuses Copies of the executed Advisory Agreement among the Trust, the Subsidiary and the statement Adviser relating to the Subsidiary. The Adviser will furnish the Subadviser as soon as practicable with copies of additional information for the Fundsall amendments of or supplements to items (a), as presently filed with the Commission (said prospectuses b), (c), (d), (e), (f), and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)to the extent such amendments or supplements relate to or affect the obligations of the Subadviser hereunder with respect to the Subsidiary. To the extent any such amendments or supplements affect the services provided under this Agreement or relate to or affect the obligations of the Subadviser, such amendments or supplements will be made in accordance with applicable law and regulation and the Subadviser shall be given reasonable time to implement any required changes.

Delivery of Documents. The Trust or Advisor has delivered to furnished the Distributor Sub-Advisor with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate of Trust and all amendments thereto (such 's Certificate of Trust, together as filed with any amendments theretothe Secretary of State of Delaware on September 3, 1998, as amended or restated to the date hereof; (b) the Trust's Declaration of Trust, as amended or restated to the date hereof (such Declaration, as presently in effect and as it shall from time to time be amendedamended and restated, is herein called the “"Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"); (c) Resolutions the Trust's By-Laws and any amendments thereto; (d) resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Advisor and delivery of approving this Agreement; (de) The the Trust’s most recent Post's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on October 1, 1998 and all amendments thereto; (f) all of the Trust's procedures and guidelines and all resolutions of the Trust's Board relevant to the services to be provided by the Sub-Effective Amendment to its Advisor hereunder; (g) the Trust's Registration Statement on Form N-lA under the Securities Act of 1933, as amended ( the “Securities ("1933 Act”"), (File No. 333-65213), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission and the most recent amendment thereto; and (h) the “Commission”) most recent Prospectus and Statement of Additional Information of each of the Funds (said Registration Statementsuch Prospectus and Statement of Additional Information, as presently in effect effect, and as amended or supplemented from time to timeall amendments and supplements thereto, is are herein collectively called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “"Prospectus” and, collectively, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)"

Delivery of Documents. The Trust Adviser will furnish upon request or has delivered to previously furnished the Distributor Subadviser with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (ai) The Trust’s Certificate 's Master Trust Agreement dated April 15, 1993 as filed with the Secretary of Trust State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate of Trust, together with any amendments theretoMaster Trust Agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Master Trust Agreement"); (bii) The Bylaws of the Trust Trust's By-Laws and amendments thereto (such BylawsBy-Laws, as presently in effect and as they it shall from time to time be amended, are herein called the “Bylaws”"By-Laws"); (ciii) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Adviser and Subadviser and approving the Advisory Agreement and this Agreement; (iv) The most recent Post-Effective Amendment to the Trust's Registration Statement on Form N-1A under the Securities Act of 1933 as amended ("1933 Act") and the 1940 Act as filed with the Securities and Exchange Commission; (v) The Fund's most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto being referred to herein as the "Prospectus"); and (vi) All resolutions of the Board of Trustees of the Trust (pertaining to the “Board”) authorizing management of the execution and delivery assets of the Fund. During the term of this Agreement; , the Adviser shall not use or implement any amendment or supplement that relates to or affects the obligations of the Subadviser hereunder if the Subadviser reasonably objects in writing within five business days after delivery thereof (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement or such shorter period of time as the Adviser shall specify upon delivery, if such shorter period of time is reasonable under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”circumstances). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered furnished to the Distributor Custodian and Sub-Custodian copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Resolutions of the Trust’s Certificate 's Board of Trust Trustees authorizing the appointment of Custodian and all amendments thereto (such Certificate Sub-Custodian as a custodian and sub-custodian of portfolio securities, cash and other property of the Trust, together with any amendments theretorespectively, as presently in effect and as it shall from time approving and consenting to time be amended, herein called the “Trust’s Certificate”)this Agreement; (b) The Bylaws Schedule A identifying and containing the signatures of the Trust (such BylawsTrust's officers and/or other persons authorized to issue Oral Instructions and to sign Written Instructions, as presently in effect and as they shall from time to time be amendedhereinafter defined, herein called on behalf of the “Bylaws”)Trust; (c) Resolutions Schedule B setting forth the names and signatures of the Board of Trustees present officers of the Trust (the “Board”) authorizing the execution and delivery of this AgreementTrust; (d) The Trust’s most recent Post-Effective Amendment to its 's current Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) "SEC"), relating to shares of beneficial interest of the Trust, without par value (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”"Shares"); (e) Notification The current prospectuses and statements of Registration additional information of each of the Trust under Funds, including all amendments and supplements thereto (the 1940 Act on Form N-8A as filed with the Commission"Prospectuses"); and (f) prospectuses A copy of the opinion of counsel for the Trust, with respect to the validity of the Shares and the statement status of additional information for such Shares under the Funds, as presently 1933 Act filed with the Commission (said prospectuses SEC, and statement of additional information as presently in effect any other applicable federal law or regulation. The Trust shall furnish to Custodian and as amended or supplemented Sub-Custodian from time to time herein called individually copies, properly certified or authenticated, of all amendments of or supplements to any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Fund will promptly furnish to U.S. Trust has delivered such copies, properly certified or authenticated, of contracts, documents and other related information as U.S. Trust may request or require to properly discharge its duties, including but not limited to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Fund's Directors authorizing the appointment of U.S. Trust as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; (b) Incumbency and signature certificates identifying and containing the signatures of the Fund's officers and/or the persons authorized to sign Written Instructions, as hereinafter defined, on behalf of the Fund; (c) The Trust’s Certificate Fund's Articles of Trust Incorporation filed with the State Department of Assessments and Taxation of the State of Maryland and all amendments thereto (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently currently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"Articles"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent PostFund's By-Effective Amendment Laws and all amendments thereto (such By-Laws, as currently in effect and as they shall from time to its time be amended, are herein called the "By-Laws"); (e) Resolutions of the Fund's Directors and/or the Fund's stockholders approving the Investment Advisory and Management Agreement between the Fund and Xxxxxx Xxxxxxx Asset Management Inc., the Fund's investment adviser (the "Advisory Agreement"); (f) The Advisory Agreement; and (g) The Fund's Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended ( the “Securities Act”("xxx 0000 Xxx"), and under the 1940 Act, on Form N-1A as filed with with, and declared effective by, the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statementand all exhibits, as presently in effect amendments and as amended or supplemented from time supplements thereto, including any opinion of counsel for the Fund with respect to time, is herein called the “Registration Statement”); (e) Notification of Registration validity of the Trust shares of common stock (the "Shares") of the Fund and the status of such Shares under the 1940 1933 Act on Form N-8A as filed registered with the Commission; and (f) prospectuses SEC and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended under any other applicable federal law or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)regulation. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The TrustFund’s Certificate Agreement and Declaration of Trust dated as of September 24, 1987 as amended and restated through December 1, 1987 and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s CertificateTrust Agreement”), copies of which are also on file with the Secretary of The Commonwealth of Massachusetts; (b) The Bylaws of the Trust Fund’s By-Laws and all amendments thereto (such BylawsBy-laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “BylawsBy-Laws”); (c) Resolutions Certified resolutions of the Portfolios’ Unitholders and the Fund’s Board of Trustees of approving the Trust (the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The TrustFund’s most recent Post-Effective Amendment prospectus and statement of additional information with respect to its the Portfolios and any supplements thereto (such prospectus and statement of additional information, as presently in effect and as amended, supplemented and/or superseded from time to time, are herein called the “Prospectus” and “Additional Statement,” respectively); and (e) The Fund’s Registration Statement Statement, as amended, with respect to the Portfolios under the Securities Act of 1933, as amended ( (the “Securities 1933 Act”), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of . The Fund agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust or Advisor has delivered to furnished the Distributor Sub-Advisor with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any:following: 2 (a) The the Trust’s Certificate of Trust and all amendments thereto (such 's Certificate of Trust, together as filed with any amendments theretothe Secretary of State of Delaware on ________, 1998, as amended or restated to the date hereof; (b) the Trust's Declaration of Trust, as amended or restated to the date hereof (such Declaration, as presently in effect and as it shall from time to time be amendedamended and restated, is herein called the “"Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"); (c) Resolutions the Trust's By-Laws and any amendments thereto; (d) resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Advisor and delivery of approving this Agreement; (de) The the Trust’s most recent Post's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on ______________ and all amendments thereto; (f) all of the Trust's procedures and guidelines and all resolutions of the Trust's Board relevant to the services to be provided by the Sub-Effective Amendment to its Advisor hereunder; (g) the Trust's Registration Statement on Form N-lA under the Securities Act of 1933, as amended ( the “Securities ("1933 Act”"), (File No. ________), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission and the most recent amendment thereto; and (h) the “Commission”) most recent Prospectus and Statement of Additional Information of each of the Funds (said Registration Statementsuch Prospectus and Statement of Additional Information, as presently in effect effect, and as amended or supplemented from time to timeall amendments and supplements thereto, is are herein collectively called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “"Prospectus” and, collectively, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)"

Delivery of Documents. The Trust has delivered will promptly furnish to AXA Equitable such copies, properly certified or authenticated, of contracts, documents and other related information, other than confidential documents or information, that AXA Equitable may reasonably request or require to properly discharge its duties. Such documents may include but are not limited to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Resolutions of the Board authorizing the appointment of AXA Equitable to provide certain services to the Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”)approving this Agreement; (b) The Bylaws Trust’s Agreement and Declaration of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)Trust; (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this AgreementThe Trust’s By-Laws; (d) The Trust’s most recent Post-Effective Amendment to its Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (“SEC”); (e) The Trust’s registration statement including exhibits, as amended, on Form N-1A (the “CommissionRegistration Statement”) under the 1933 Act and the 1940 Act, as filed with the SEC; (said Registration Statementf) Copies of the Investment Management Agreement between the Trust and the Manager (the “Management Agreement”); (g) Copies of each of the Investment Advisory Agreements between the Manager and the investment advisers; (h) Opinions of counsel and auditors’ reports; (i) The Trust’s prospectus(es) and statement(s) of additional information relating to all trusts, series, Funds and classes, as applicable, and all amendments and supplements thereto (such prospectus(es) and statement(s) of additional information and supplements thereto, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time hereafter amended and supplemented, herein called individually the “Prospectus” and, collectively, the “Prospectuses”).; and (gj) 12b-1 Plan(s) (h) Shareholder servicing plan(s)Such other material agreements as the Trust may enter into from time to time including securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements.

Delivery of Documents. The Trust has delivered will promptly furnish to the Distributor copies Administrator such copies, properly certified or authenticated, of each of the following contracts, documents and will promptly deliver other related information, other than confidential documents or information, that Administrator may reasonably request or require to it all future amendments and supplements theretoproperly discharge its duties. Such documents may include, if anybut are not limited to, the following: (a) Resolutions of the Board authorizing the appointment of Administrator to provide certain services to the Trust and approving this Agreement; (b) The Trust’s Certificate Agreement and Declaration of Trust; (c) The Trust’s By-Laws; (d) The Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with SEC; (e) The Trust’s Registration Statement including exhibits and any amendments, as filed with the SEC; (f) Copies of the Investment Advisory Agreement between the Trust and EIM as the Investment Adviser to the Trust (the “Advisory Agreement”); (g) Copies of each of the Investment Sub-Advisory Agreements between the Adviser and any investment sub-advisers; (h) Copies of relevant Trust policies and procedures adopted by the Board; (i) Opinions of counsel and auditors’ reports; (j) The Trust’s prospectus(es) and statement(s) of additional information relating to all series, portfolios and classes, as applicable, and all amendments and supplements thereto (such Certificate prospectus(es) and statement(s) of Trust, together with any amendments additional information and supplements thereto, as presently in effect and as it shall from time to time be amendedhereafter amended and supplemented, herein called the “Trust’s CertificateProspectuses”);; and (bk) The Bylaws of Such other material agreements as the Trust (such Bylaws, as presently in effect and as they shall may enter into from time to time be amendedincluding, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution but not limited to, securities lending agreements, futures and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933commodities account agreements, as amended ( the “Securities Act”), brokerage agreements and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)options agreements. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto dated as of October 29, 2007 (such Certificate Agreement and Declaration of Trust, together as presently in effect, is herein called the “Trust Agreement”), copies of which are also on file with any amendments theretothe Trust; (b) By-Laws of the Trust (such By-Laws, as presently in effect, are herein called the “By-Laws”); (c) Mutual Fund Services Agreement between the Trust and its Administrator and Fund Accountant; (d) Distribution Agreement between the Trust and its Distributor; (e) Global Custody Agreement between the Trust and its Custodian; (f) Agency Services Agreement between the Trust and its Transfer Agent and Index Receipt Agent; (g) Authorized Participant Agreement among the Trust, the Distributor and the Authorized Participants; (h) Prospectuses and Statement of Additional Information for each of the Current Funds (each such Prospectus and Statement of Additional Information, as presently in effect and as it shall amended, supplemented and/or superseded from time to time be amendedtime, are herein called the “Trust’s Certificate”Prospectus” and “Statement of Additional Information,” respectively); (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (di) The Trust’s most recent Post-Effective Amendment to its Registration Statement on Form N-1A (No. 333-147077) under the Securities Act of 1933, as amended ( 1933 (the “Securities 1933 Act”), ) and (No. 811-22140) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “Commission”) (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (fj) prospectuses The Trust exemptive application and exemptive order (“Exemptive Order”) issued by the statement Commission in connection with the offering of additional information for the Funds, as presently filed with . The Trust agrees to promptly furnish the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor copies Investment Adviser with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate Declaration of Trust Trust, filed with the Secretary of State of Ohio on March 1, 2011, and any and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust’s By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)any amendments thereto; (c) Resolutions resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement), as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust’s Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust “1933 Act”), and under the 1940 Act on Form N-8A as filed with the CommissionCommission and all amendments thereto; and (f) prospectuses the most recent Prospectus, Summary Prospectus and Statement of Additional Information of each of the statement Funds (such Prospectus, Summary Prospectus and Statement of additional information for the FundsAdditional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively referred to as the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented “Prospectus”). The Trust will furnish the Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Manager has delivered to furnished the Distributor Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Declaration of Trust and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust Trust’s By-Laws and all amendments thereto (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “BylawsBy-Laws”); (c) Resolutions of the Trust’s Board of Trustees of the Trust (the “Board”) authorizing the execution appointment of Manager as the manager and delivery of Adviser as investment adviser and approving the Management Agreement between the Manager and the Fund (the “Management Agreement”) and this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( the “Securities Act”)amended, and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission Commission, including all exhibits thereto, relating to shares of beneficial interest of the Fund (the herein called “CommissionShares”) and all amendments thereto; (said Registration Statemente) The Fund’s most recent prospectus (such prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration StatementProspectus”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the The Fund’s most recent statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and such statement of additional information information, as presently in effect and as amended or supplemented all amendments and supplements thereto are herein called the “Statement of Additional Information”). The Manager will furnish Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The the Trust’s Certificate Amended and Restated Agreement and Declaration of Trust Trust, dated June 2, 2007, as amended, and filed with the Secretary of State of The Commonwealth of Massachusetts, and all amendments thereto or restatements thereof (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The the Trust’s Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)amendments thereto; (c) Resolutions resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its original Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on June 30, 1992 and all amendments thereto; (e) the Trust’s current Registration Statement on Form N-lA under the Securities Act of 1933, as amended ( the (“Securities 1933 Act”), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) the Funds’ most recent prospectuses and the statement Trust’s Statement of additional information for Additional Information relating to the FundsFunds (such prospectuses and Statement of Additional Information, as presently filed with the Commission (said prospectuses in effect, and statement of additional information as presently in effect all amendments and as amended or supplemented from time to time supplements thereto are herein collectively called individually the “Prospectus” and, collectively, the “Prospectuses”). The Trust will promptly furnish the Investment Adviser with copies of all amendments of or supplements to the foregoing documents. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Advisor will furnish upon request or has delivered to previously furnished the Distributor Sub-Advisor with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (ai) The Trust’s Certificate 's Master Trust Agreement dated April 15, 1993 as filed with the Secretary of Trust State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate of Trust, together with any amendments theretoMaster Trust Agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Master Trust Agreement"); (bii) The Bylaws of the Trust Trust's By-Laws and amendments thereto (such BylawsBy-Laws, as presently in effect and as they it shall from time to time be amended, are herein called the “Bylaws”"By-Laws"); (ciii) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Advisor and Sub-Advisor and approving the Advisory Agreement and this Agreement; (iv) The most recent Post-Effective Amendment to the Trust's Registration Statement on Form N-1A under the Securities Act of 1933 as amended ("1933 Act") and the 1940 Act as filed with the Securities and Exchange Commission; (v) The Fund's most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto being referred to herein as the "Prospectus"); and (vi) All resolutions of the Board of Trustees of the Trust (pertaining to the “Board”) authorizing management of the execution and delivery assets of the Fund. During the term of this Agreement; , the Advisor shall not use or implement any amendment or supplement that relates to or affects the obligations of the Sub-Advisor hereunder if the Sub-Advisor reasonably objects in writing within five business days after delivery thereof (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement or such shorter period of time as the Advisor shall specify upon delivery, if such shorter period of time is reasonable under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”circumstances). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to the Distributor BISYS copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate Company's Articles of Trust Incorporation and all amendments thereto (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”"Articles"); (b) The Bylaws By-Laws of the Trust Company (such Bylaws, By-Laws as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees Directors of the Trust (the “Board”) Company authorizing the execution and delivery of this Agreement; (d) The Trust’s Company's most recent Post-Effective Amendment to its Registration Statement Statement(s) under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") (said Registration Statement, as presently in effect relating to the Shares and as amended or supplemented from time to time, is herein called the “Registration Statement”)any further amendment thereto; (e) Notification of Registration registration of the Trust Company under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Company with respect to the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, " and collectively, the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor Administrator copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Second Amended and Restated Declaration of Trust and all amendments thereto of the Fund, dated August 19, 2011 (such Certificate Second Amended and Restated Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s CertificateTrust Agreement”), copies of which are also on file with the Secretary of The Commonwealth of Massachusetts; (b) The Bylaws Amended and Restated By-Laws of the Trust Fund dated August 19, 2011 (such Bylaws, By-Laws as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “BylawsBy-Laws”); (c) Resolutions Certified resolutions of the Board of Trustees of the Trust (Fund approving the “Board”) authorizing the execution and delivery terms of this Agreement; (d) Advisory Agreement dated January 14, 2008 between the Fund and the Adviser (such Agreement, as presently in effect and as amended and/or superseded from time to time, is herein called the “Advisory Agreement”); (e) Distribution Agreement of even date herewith between the Fund and CFS (such Agreement, as presently in effect and as amended and/or superseded from time to time, is herein called the “Distribution Agreement”); (f) Administration and Accounting Services Agreement (including related fee letter) dated January 14, 2008 between the Fund and BNYIS, assignee of PNC Global Investment Servicing (U.S.) Inc. (“PNC GIS”) as Administration/Accounting Agent (such Agreement, as presently in effect and as amended and/or superseded from time to time, is herein called the “Administration/Accounting Agreement”); (g) Custodian Services Agreement (including related fee letter and notice of assignment from PFPC Trust Company to The Trust’s most recent Post-Effective Amendment Bank of New York Mellon dated December 22, 2010) dated January 14, 2008 between the Fund and The Bank of New York Mellon (the “Custodian”) (such Agreement, as presently in effect and as amended and/or superseded from time to its time, is herein called the “Custodian Agreement”); (h) Transfer Agency Services Agreement (including related fee letter) dated January 15, 2008 between the Fund and BNYIS, assignee of PNC GIS, as Transfer Agent (such Agreement, as presently in effect and as amended and/or superseded from time to time, is herein called the “Transfer Agency Agreement”); (i) Prospectus and Statement of Additional Information of the Fund, each dated December 23, 2011 (such Prospectus and Statement of Additional Information, as presently in effect as well as any additional Prospectuses and Statements of Additional Information that may be subsequently used by the Fund, in each case as amended, supplemented and/or superseded from time to time, are herein called the “Prospectus” and “Additional Statement,” respectively); and (j) Registration Statement Statement, as amended, of the Fund under the Securities Act of 1933, as amended ( (the “Securities 1933 Act”), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) on December 1, 1987 (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of . The Fund agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Administrator from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to the Distributor or will furnish Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver prior to it all future amendments and supplements thereto, if anythe commencement of the Sub-Adviser's services: (a) the Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of The Trust’s Certificate Commonwealth of Trust Massachusetts on June 1, 1994, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws the Trust's By-Laws and amendments thereto; c) resolutions of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Trust's Board of Trustees of the Trust (the “Board”) authorizing the execution appointment of Sub-Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said and all amendments thereto; e) the Trust's Registration StatementStatement on Form N-1A under the Securities Act of 1933, as presently in effect amended ("1933 Act") and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fund; and (f) prospectuses the Trust's most recent prospectus and the statement Statement of additional information Additional Information for the Funds, as presently filed Fund (collectively called the "Prospectus"). Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the Commission (said prospectuses and statement of additional information as presently in effect and as amended foregoing before they become effective. Any amendments or supplemented from time supplements will not be deemed effective with respect to time herein called individually the “Prospectus” and, collectively, Sub-Adviser until the “Prospectuses”)Sub-Adviser's receipt thereof. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. (a) The Trust Fund has delivered to the Distributor furnished ADM with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (ai) Resolutions of the Fund's Board of Trustees authorizing the execution of this Agreement; (ii) Appendix B identifying and containing the signatures of the Fund's officers and other persons authorized to sign Written Instructions and give Oral Instructions, each as hereinafter defined, on behalf of the Fund; (iii) The Trust’s Certificate Fund's Declaration of Trust filed with the Secretary of State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Declaration"); (biv) The Bylaws of the Trust Fund's By-Laws and all amendments thereto (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (dv) The Trust’s most recent Post-Effective Amendment to its Fund's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”), ") and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (evi) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses The Fund's most recent prospectus and statement of additional information (such prospectus and statement of additional information, as presently in effect and as amended or supplemented from time to time in effect and all amendments and supplements thereto are herein called individually the “"Prospectus” and, collectively, the “Prospectuses”"). (gb) 12b-1 Plan(s)ADM has furnished the Fund with copies properly certified or authenticated its Registration Statement on Form TA- 1 under the Securities Exchange Act of 1934, as amended and all annual or other public reports filed with the SEC as may be requested by the Fund. (hc) Shareholder servicing plan(s)Each party from time to time will furnish the other with copies, properly certified or authenticated, of all amendments or supplements to the foregoing, if any. Neither party is obligated hereby to provide the other with otherwise confidential information.

Delivery of Documents. The Trust or Advisor has delivered to furnished the Distributor Sub-Advisor with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate of Trust and all amendments thereto (such 's Certificate of Trust, together as filed with any amendments theretothe Secretary of State of Delaware on September 3, 1998, as amended or restated to the date hereof; (b) the Trust's Declaration of Trust, as amended or restated to the date hereof (such Declaration, as presently in effect and as it shall from time to time be amendedamended and restated, is herein called the “"Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"); (c) Resolutions the Trust's By-Laws and any amendments thereto; (d) resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Advisor and delivery of approving this Agreement; (de) The the Trust’s most recent Post's Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission on October 1, 1998 and all amendments thereto; (f) all of the Trust's procedures and guidelines and all resolutions of the Trust's Board relevant to the services to be provided by the Sub-Effective Amendment to its Advisor hereunder; (g) the Trust's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( the “Securities ("1933 Act”"), (File No. 333-65213), and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission and the most recent amendment thereto; and (h) the “Commission”) most recent Prospectus and Statement of Additional Information of each of the Funds (said Registration Statementsuch Prospectus and Statement of Additional Information, as presently in effect effect, and as amended or supplemented from time to timeall amendments and supplements thereto, is are herein collectively called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “"Prospectus” and, collectively, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)"

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate of Trust and all amendments thereto (such Certificate Declaration of Trust, together as filed with any amendments theretothe State of Massachusetts (such Declaration, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s CertificateDeclaration”); (b) The Bylaws of the Trust Trust’s By-Laws (such BylawsBy-laws, as presently in effect and as they shall from time to time be amended, are herein called the “BylawsBy-Laws”); (c) Resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement on Form N-1A under the 1940 Act and under the Securities Act of 19331933 as amended, as amended ( (the “Securities 1933 Act”), and under relating to shares of beneficial interest of the 1940 Act, on Form N-1A Trust (herein called the “Shares”) as filed with the Securities and Exchange Commission (the “CommissionSEC”) and all amendments thereto; (said Registration Statemente) The Trust’s Prospectus (such Prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration StatementProspectus”); (e) Notification of Registration of . The Trust will furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies, properly certified or authenticated, of all amendments of or supplements to the “Prospectus” and, collectively, foregoing at the “Prospectuses”)same time as such documents are required to be filed with the SEC. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto of the Trust dated as of August 10, 1995 (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s Certificate”"Trust Agreement"), copies of which are also on file with the Secretary of the Commonwealth of Massachusetts; (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions Certified resolutions of the Board of Shareholder(s) and the Trustees of the Trust (approving the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The Trust’s most recent Post-Effective Amendment Custodian Agreement (including related fee schedule) dated January 15, 1996 between the Trust and PNC Bank (such Agreement, as presently in effect and as amended and/or superseded from time to its time, is herein called the "Custodian Agreement"); (e) Prospectus and Statement of Additional Information of the Trust with respect to the Fund as currently in effect (such Prospectus and Statement of Additional Information, as currently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus"); and (f) Registration Statement of the Trust under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A N-lA as filed with the Securities and Exchange Commission (the “"Commission”") on August 10, 1995, and as amended on Form N-lA (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto of the Trust dated as of July 15, 1982 (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s Certificate”"Trust Agreement"), copies of which are also on file with the Secretary of the Commonwealth of Massachusetts; (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions Certified resolutions of the Board of Shareholder(s) and the Trustees of the Trust (approving the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The Trust’s most recent Post-Effective Amendment Custodian Agreement (including related fee schedule) dated May 4, 1996 between the Trust and State Street Bank and Trust Company (such Agreement, as presently in effect and as amended and/or superseded from time to its time, is herein called the "Custodian Agreement"); (e) Prospectus and Statement of Additional Information of the Trust with respect to the Fund as currently in effect (such Prospectus and Statement of Additional Information, as currently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus"); and (f) Registration Statement of the Trust under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A N-1 as filed with the Securities and Exchange Commission (the “"Commission”") on July 16, 1982, and as amended on Form N-1A (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Investment Adviser has delivered to furnished the Distributor copies Sub-Adviser with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The resolutions of the Trust’s Certificate Board of Trust Trustees authorizing the appointment of the Sub-Adviser as sub-adviser of the Fund and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”)approving this Agreement; (b) The Bylaws if and to the extent the Fund has any shareholders and to the extent required, (i) proof of shareholder approval of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions appointment of the Board Sub-Adviser, or (ii) a copy of Trustees any applicable orders of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with exemption issued by the Securities and Exchange Commission (the “CommissionSEC”) concerning shareholder approval requirements; (said Registration Statementc) the most recent Prospectus, Summary Prospectus and Statement of Additional Information relating to any class of Shares representing interests in the Fund (such Prospectus, Summary Prospectus and Statement of Additional Information, as presently in effect effect, and all amendments and supplements thereto, are herein collectively referred to as amended or supplemented from time to time, is herein called the “Registration StatementProspectus”); (d) The Fund’s Advisory Agreement; (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A The Trust’s most recent effective registration statement and financial statements as filed with the CommissionSEC (if any); (f) The Trust’s Amended and Restated Agreement and Declaration of Trust and By-Laws; and (fg) prospectuses Any policies, procedures or instructions adopted or approved by the Trust’s Board of Trustees relating to obligations and services provided by the statement of additional information for Sub-Adviser. The Investment Adviser will furnish the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor Sub-Adviser hereby acknowledges receipt of properly certified or authenticated copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of the State of Delaware, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust's By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)amendments thereto; (c) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification The Trust's Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust "1933 Act") and under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to each Fund; and (f) prospectuses The Trust's most recent prospectus and the statement Statement of additional information Additional Information for the Fundseach Fund (such prospectus and Statement of Additional Information, as presently filed with in effect, and all amendments and supplements thereto are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented "Prospectus"). The Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered will promptly furnish to J.X. Xxxxxx such copies, properly certified or authenticated, of contracts, documents and other related information that J.X. Xxxxxx may request or requires to properly discharge its duties. Such documents may include but are not limited to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Resolutions of the Board authorizing the appointment of J.X. Xxxxxx to provide certain services to the Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”)approving this Agreement; (b) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)Trust's Charter Document; (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this AgreementThe Trust's By-Laws; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission ("SEC"); (e) The Trust's registration statement including exhibits, as amended, on Form N-1A (the “Commission”) (said "Registration Statement") under the 1933 Act and the 1940 Act, as filed with the SEC; (f) Copies of the Investment Advisory Agreement between the Trust and its investment adviser (the "Advisory Agreement"); (g) Opinions of counsel and auditors’ reports relating to the Registration Statement; (h) The Trust's prospectus(es) and statement(s) of additional information relating to each Fund, as applicable, and all amendments and supplements thereto (such Prospectus(es) and Statement(s) of Additional Information and supplements thereto, as presently in effect and as from time to time hereafter amended or supplemented and supplemented, herein called the "Prospectuses"); and (i) Such other agreements as the Trust may enter into from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses which relate to J.X. Xxxxxx'x duties and the statement of additional information for the Fundsresponsibilities hereunder, as presently filed with the Commission (said prospectuses including securities lending agreements, futures and statement of additional information as presently in effect commodities account agreements, brokerage agreements and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)options agreements. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Amended and Restated Articles of Trust Incorporation of the Corporation as filed with the Secretary of State of Wisconsin and all amendments thereto currently in effect (such Certificate Amended and Restated Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it shall amended and/or restated from time to time be amendedtime, are herein called the “Trust’s Certificate”"Articles"); (b) The Bylaws By-Laws of the Trust Corporation (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions Certified resolutions of the Board of Trustees Directors of the Trust (Corporation approving the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The Trust’s most recent Post-Effective Amendment Custodian Agreement With Bank between the Corporation and First Wisconsin Trust Company (such Agreement, as presently in effect and as amended and/or superseded from time to its time, is herein called the "Custodian Agreement"); (e) Shareholder Servicing Agent Agreement between the Corporation and First Wisconsin Trust Company (such Agreement, as presently in effect and as amended and/or superseded from time to time, is herein called the "Shareholder Servicing Agreement"); (f) Accounting Services Agreement between the Corporation and the Adviser (such Agreement, as presently in effect and as amended and/or superseded from time to time, is herein called the "Accounting Services Agreement"), (g) Prospectus and Statement of Additional Information of the Fund (such Prospectus and Statement of Additional Information, as presently in effect and as amended, supplemented and/or superseded from time to time, are herein called the "Prospectus" and "Additional Statement", respectively); (h) Registration Statement of the Fund under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”), ") and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on or about June 10, 1986, together with all amendments to the date hereof (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Fund agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to furnished the Distributor Sub-Adviser with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate 's Declaration of Trust Trust, as filed with the Delaware Secretary of State and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Declaration"); (b) The Bylaws of the Trust Trust's By-Laws and amendments thereto (such BylawsBy-Laws, as presently in effect and as they it shall from time to time be amended, is herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (Adviser and Sub-Adviser and approving the “Board”) authorizing the execution Advisory Agreement and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission on March 29, 1994, and all amendments thereto; (e) The Value Portfolio's Registration Statement on Form N-1A under the Securities Act of 1933 as amended ("1933 Act") and the 1940 Act (File Nos. 33-77138 and 811-8456, respectively) as filed with the Securities and Exchange Commission on September 20, 1994, and all amendments thereto (the “Commission”) (said "Registration Statement"); (f) The Portfolio's most recent prospectus (such prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (eg) Notification All resolutions of Registration the Board of Trustees of the Trust under pertaining to the 1940 Act on Form N-8A as filed with management of the Commissionassets of the Portfolios; and (fh) prospectuses The Advisory Agreement between the Trust and the statement of additional information for Adviser relating to the Funds, as presently filed with Portfolios; and (i) The Custodian Contract between the Commission Trust and State Street Bank and Trust Company (said prospectuses and statement of additional information as presently in effect and as amended or supplemented the "Custodian") relating to the Portfolios. The Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” andforegoing, collectivelybut, the “Prospectuses”with respect to items (a). , (gb) 12b-1 Plan(s) or (h) Shareholder servicing plan(s), only if such amendments or supplements relate to or affect the obligations of the Sub-Adviser hereunder.

Delivery of Documents. a. The Trust has delivered to the Distributor furnished ADM with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: 1) Resolutions of the Trust's Board of Trustees authorizing the execution of this Agreement; 2) Appendix B identifying and containing the signatures of the Trust's officers and other persons authorized to sign Written Instructions and give Oral Instructions (areferred to herein as "Authorized Persons"), each as hereinafter defined, on behalf of the Trust; 3) The Trust’s Certificate 's Declaration of Trust filed with the Secretary of State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Declaration"); (b4) The Bylaws of the Trust Trust's By-Laws and all amendments thereto (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"By Laws '); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d5) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”), ") and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e6) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses The Trust's most recent prospectus and statement of additional information (such prospectus and statement of additional information, as presently in effect and as amended or supplemented from time to time in effect and all amendments and supplements thereto are herein called individually the “"Prospectus” and, collectively, the “Prospectuses”"). (g) 12b-1 Plan(s)b. ADM has furnished the Trust with copies properly certified or authenticated of its Registration Statement on Form TA-1 under the Securities Exchange Act of 1934, as amended and all annual or other public reports filed with the SEC as may be requested by the Trust. (h) Shareholder servicing plan(s)c. Each party from time to time will furnish the other with copies, properly certified or authenticated, of all amendments or supplements to the foregoing, if any. Neither party is obligated hereby to provide the other with otherwise confidential information.

Delivery of Documents. The Fund will promptly furnish to U.S. Trust has delivered such copies, properly certified or authenticated, of contracts, documents and other related information that U.S. Trust may request or requires to properly discharge its duties. Such documents may include but are not limited to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Fund’s Directors authorizing the appointment of U.S. Trust as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; (b) Incumbency and signature certificates identifying and containing the signatures of the Fund’s officers and/or the persons authorized to sign Written Instructions, as hereinafter defined, on behalf of the Fund; (c) The TrustFund’s Certificate Articles of Trust Incorporation filed with the Department of Assessments of the State of Maryland and all amendments thereto (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently currently in effect and as they shall from time to time be amended, are herein called the “BylawsArticles”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The TrustFund’s most recent PostBy-Effective Amendment Laws and all amendments thereto (such By-Laws, as currently in effect and as they shall from time to its time be amended, are herein called the “By-Laws”); (e) Resolutions of the Fund’s Directors and/or the Fund’s stockholders approving the Investment Advisory and Management Agreement between the Fund and Xxxxxx Xxxxxxx Asset Management Inc., the Fund’s investment adviser (the “Advisory Agreement”); (f) The Advisory Agreement, and (g) The Fund’s Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended ( (“the “Securities 1933 Act”)) as filed with, and under the 1940 Actdeclared effective by, on Form N-1A as filed with the Securities and Exchange Commission (the “CommissionSEC”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the all amendments and supplements thereto. The Fund will furnish U.S. Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually with copies of all amendments of or supplements to the foregoing, if any. The Fund will also furnish U.S. Trust with a copy of the opinion of counsel for the Fund with respect to the validity of the shares of common stock, par value $.01 per share (the “Prospectus” and, collectively, the “ProspectusesShares”), of the Fund and the status of such Shares under the 1933 Act as registered with the SEC, and under any other applicable federal law or regulation. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered furnished or will furnish to the Distributor Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate 's Declaration of Trust and all amendments thereto or restatements thereof (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust's By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)all amendments thereto; (c) Resolutions resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust's Registration Statement on Form N-1A under the Securities Act of Registration of the Trust 1933, as amended (the" 1933 Act") (File No. 333-201530) and under the 1940 Act on Form N-8A (File No. 811-23024), as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fund; and (f) prospectuses the Trust's most recent prospectus and Statement of Additional Information relating to the statement Fund (such prospectus and Statement of additional information for the FundsAdditional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented "Prospectus"). The Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing as soon as commercially practicable. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor furnished Chase with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Fund's Board of Directors authorizing the appointment of Chase as Custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; (b) Incumbency and signature certificates identifying and containing the signatures of the Fund's officers and/or the persons authorized to sign Proper Instructions, as hereinafter defined, on behalf of the Fund; (c) The Trust’s Certificate Fund's Articles of Trust Incorporation filed with the State of Minnesota and all amendments thereto (such Certificate Articles of Trust, together with any amendments thereto, Incorporation as presently currently in effect and as it shall from time to time time, be amended, are herein called the “Trust’s Certificate”"Articles"); (bd) The Bylaws of the Trust Fund's By-Laws and all amendments thereto (such BylawsBy-Laws, as presently currently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"By-Laws"), (e) Resolutions of the Fund's Board of Directors appointing the investment advisor of the Fund and resolutions of the Fund's Board of Directors and the Fund's Shareholders approving the proposed Investment Advisory Agreement between the Fund and the advisor (the "Advisory Agreement"); (cf) Resolutions The Advisory Agreement (g) The Fund's Notification of Registration filed pursuant to Section 8(a) of the Board of Trustees of the Trust (the “Board”) authorizing the execution 1940 Act and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( ("thx 0000 Xxx") xxxh the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the CommissionSEC; and (fh) prospectuses The Fund's most recent prospectus and statement including all amendments and supplements thereto (the "Prospectus"). Upon request the Fund will furnish Chase with copies of all amendments of or supplements to the foregoing, if any. The Fund will also furnish Chase upon request with a copy of the opinion of counsel for the Fund with respect to the validity of the Shares of the Fund and the statement status of additional information for such Shares under the Funds, as presently 1933 Act filed with the Commission (said prospectuses SEC, and statement of additional information as presently in effect and as amended any other applicable federal law or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”)regulation. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The TrustFund’s Certificate Agreement and Declaration of Trust dated as of September 24, 1987 as amended and restated through November 25, 2014 and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s CertificateTrust Agreement”), copies of which are also on file with the Secretary of The Commonwealth of Massachusetts; (b) The Bylaws of the Trust Fund’s By-Laws and all amendments thereto (such BylawsBy-laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “BylawsBy-Laws”); (c) Resolutions Certified resolutions of the Portfolios’ Shareholders and the Fund’s Board of Trustees of approving the Trust (the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The TrustFund’s most recent Post-Effective Amendment prospectus and statement of additional information with respect to its the Portfolios and any supplements thereto (such prospectus and statement of additional information, as presently in effect and as amended, supplemented and/or superseded from time to time. are herein called the “Prospectus” and “Additional Statement,” respectively); and (e) The Fund’s Registration Statement Statement, as amended, with respect to the Portfolios under the Securities Act of 1933, as amended ( (the “Securities 1933 Act”), . and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of . The Fund agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Declaration of Trust and all amendments thereto of the Company, as amended (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws By-Laws of the Trust Company, as amended (such BylawsByLaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (Company authorizing the “Board”) authorizing appointment of the Investment Adviser and the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Actamended, on Form N-1A S-5 (No. 2-53808) relating to shares representing interests in FedFund and T-Fund, and all amendments thereto, including post- effective amendment No. 25 relating to shares representing interests in FedFund, T-Fund and ShortFed Fund (herein called "Shares"); (e) Registration Statement of the Company under the Investment Company Act of 1940 on Form N-8B-1 (No. 811-2573) as filed with the Securities and Exchange Commission on May 28, 1975 and all amendments thereto; (f) Notification of Registration of the “Commission”Company under the Investment Company Act of 1940 on form N-8A as filed with the Securities and Exchange Commission on May 28, 1975 and all amendments thereto; and (g) Prospectuses of the Company's Portfolios in effect under the Securities Act of 1933 (said Registration Statementsuch prospectuses, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “Prospectus” and"Prospectuses"). The Company will furnish the Investment Adviser from time to time with copies, collectivelyproperly certified or authenticated, of all amendments of or supplements to the “Prospectuses”)foregoing, if any. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to furnished the Distributor Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate 's Declaration of Trust and all amendments thereto or restatements thereof (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust's By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)all amendments thereto; (c) Resolutions resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “CommissionSEC”) (said Registration Statementon January 11, as presently in effect 1999 and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust's Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust “1933 Act”) (File No. 33-70423) and under the 1940 Act on Form N-8A (File No. 811-09195) as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and (f) prospectuses the Trust's most recent prospectus and the statement Statement of additional information for the FundsAdditional Information (such prospectus and Statement of Additional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented “Prospectus”). The Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered will promptly furnish to Equitable such copies, properly certified or authenticated, of contracts, documents and other related information, other than confidential documents or information, that Equitable may reasonably request or require to properly discharge its duties. Such documents may include but are not limited to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Resolutions of the Board authorizing the appointment of Equitable to provide certain services to the Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”)approving this Agreement; (b) The Bylaws Trust's Declaration of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)Trust; (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this AgreementThe Trust's By-Laws; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission ("SEC"); (e) The Trust's registration statement including exhibits, as amended, on Form N-1A (the “Commission”) (said "Registration Statement") under the 1933 Act and the 1940 Act, as filed with the SEC; (f) Copies of the Investment Management Agreement between the Trust and the Manager (the "Management Agreement"); (g) Copies of each of the Investment Advisory Agreements between the Manager and the investment advisers; (h) Opinions of counsel and auditors' reports; (i) The Trust's prospectus(es) and statement(s) of additional information relating to all trusts, series, portfolios and classes, as applicable, and all amendments and supplements thereto (such prospectus(es) and statement(s) of additional information and supplements thereto, as presently in effect and as amended or supplemented from time to timetime hereafter amended and supplemented, is herein called the “Registration Statement”"Prospectuses"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (fj) prospectuses and Such other material agreements as the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Trust may enter into from time to time herein called individually the “Prospectus” andincluding securities lending agreements, collectivelyfutures and commodities account agreements, the “Prospectuses”)brokerage agreements and options agreements. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser will furnish upon request or has delivered to previously furnished the Distributor Subadviser with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (ai) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate“ Trust Agreement”); (bii) The Bylaws of the Trust Trust’s By-Laws and amendments thereto (such BylawsBy-Laws, as presently in effect and as they it shall from time to time be amended, are herein called the “BylawsBy-Laws”); (ciii) Resolutions of the Trust’s Board of Trustees authorizing the appointment of the Adviser and Subadviser and approving the Advisory Agreement and this Agreement; (iv) The most recent Post-Effective Amendment to the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933 as amended (“1933 Act”) and the 1940 Act as filed with the Securities and Exchange Commission; (v) The Fund’s most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto being referred to herein as the “Prospectus”); and (vi) All resolutions of the Board of Trustees of the Trust (pertaining to the “Board”) authorizing management of the execution and delivery assets of the Fund. During the term of this Agreement; , the Adviser shall not use or implement any amendment or supplement that relates to or affects the obligations of the Subadviser hereunder if the Subadviser reasonably objects in writing within five business days after delivery thereof (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement or such shorter period of time as the Adviser shall specify upon delivery, if such shorter period of time is reasonable under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”circumstances). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor copies Investment Adviser with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate Declaration of Trust Trust, filed with the Secretary of State of Ohio on March 1, 2011, and any and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Declaration of Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust’s By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)any amendments thereto; (c) Resolutions resolutions of the Trust’s Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Investment Adviser and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement), as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust’s Registration Statement on Form N-1A under the Securities Act of Registration of 1933, as amended (the Trust “1933 Act”), and under the 1940 Act on Form N-8A as filed with the CommissionCommission and all amendments thereto; and (f) prospectuses the most recent Prospectus, Summary Prospectus and Statement of Additional Information of each of the statement Funds or the Trust, as applicable (such Prospectus, Summary Prospectus and Statement of additional information for the FundsAdditional Information, as presently filed with in effect, and all amendments and supplements thereto, are herein collectively referred to as the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented “Prospectus”). The Trust will furnish the Investment Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto dated as of February 7, 2000 (such Certificate Agreement and Declaration of Trust, together as presently in effect, is herein called the "Trust Agreement"), copies of which are also on file with any amendments theretothe Trust; (b) By-Laws of the Trust (such By-Laws, as presently in effect, are herein called the "By-Laws"); (c) Co-Administration Agreement between the Trust and its Co-Administrators; (d) Distribution Agreement between the Trust and its Distributor; (e) Custodian Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectus and Statement of Additional Information for each of the Current Funds (each such Prospectus and Statement of Additional Information, as presently in effect and as it shall amended, supplemented and/or superseded from time to time be amendedtime, are herein called the “Trust’s Certificate”"Prospectus" and "Statement of Additional Information," respectively); (bh) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Post Effective Amendment No. 30/31 to its the Trust's Registration Statement on Form N-1A (No. 33-73404) under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”), ") and Amendment No. 32 to the Trust's Registration Statement on such form (No. 811-8236) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “"Commission”") (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to furnished the Distributor copies Transfer Agent with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements theretosupplements, if any: (a) a. The Trust’s Certificate Company's Articles of Trust and all amendments thereto (such Certificate Incorporation, filed with the Secretary of TrustState of the State of Maryland on September 9, together with any amendments thereto1982, as presently in effect amended and as it shall from time to time be amended, herein called supplemented (the “Trust’s Certificate”"Charter"); (b) b. The Bylaws of the Trust (such BylawsCompany's By-Laws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”amended ("By-Laws"); (c) c. Resolutions of the Company's Board of Trustees of the Trust (the “Board”) Directors authorizing the execution and delivery of this Agreement; (d) d. The Trust’s Company's most recent Post-Effective Amendment amendment to its Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”)amended, and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on April 30, 1993 relating to its Portfolios (said the Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration e. Two copies of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and Company's most recent Prospectuses and Statements of Additional Information and all amendments and supplements thereto (f) prospectuses such Prospectuses and the statement Statements of additional information for the FundsAdditional Information and supplements thereto, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time amended and supplemented, are herein called individually the “Prospectus” "Prospectuses"); f. The Company's Amended and Restated Administrative Services Plans for Trust shares, Institutional shares, or Investor shares, respectively (non 12b-1 Plans), and related forms of Servicing Agreements and the Distribution and Services Plan for Investor shares (Rule 12b-1 Plan) and related Servicing Agreements; g. The following agreements of the Company: the Amended and Restated Advisory Agreement with Mississippi Valley Advisors Inc. dated April 1, 1991, as amended as of September 27, 1991, as of April 1, 1992, and as of April 1, 1993 (the "Advisory Agreement"); the Administration Agreement with The Winsbury Service Corporation dated October 1, 1993; the Distribution Agreement with The Winsbury Company Limited Partnership dated October 1, 1993; and the Custodian Agreement with Mercantile Bank of St. Louis National Association dated as of April 1, 1992, as amended as of April 1, 1993; and h. The Company agrees to provide (i) a copy of the Company's most recent Articles Supplementary to its Charter as filed with the State Department of Assessments and Taxation of Maryland on or about May 28, collectively1993 as to the number of shares authorized in each Portfolio and any class (Special Series) thereto, and (ii) a certificate as to the “Prospectuses”number of issued and outstanding shares of each such Portfolio and class thereto, such certificate to be certified by the Company's former transfer agent (PFPC Inc.) as of the close of business on May 31, 1993; i. Before entering into a transaction regulated by the Commodity Futures Trading Commission ("CFTC"), a copy of either (i) a filed notice of eligibility to claim the exclusion from the definition of "commodity pool operator" contained in Section 2(s)(1)(A) of the Commodity Exchange Act ("CEA") that is provided in Rule 4.5 under the CEA, together with all supplements as are required by the CFTC, or (ii) a letter which has been granted the Company by the CFTC which states that the Company will not be treated as a "pool" as defined in Section 4.10(d) of the CFTC's General Regulations, or (iii) a letter which has been granted the Company by the CFTC which states that the CFTC will not take any enforcement action if the Company does not register as a "commodity pool operator"; j. Resolutions identifying all officers of the Company who are authorized to instruct the Transfer Agent in all matters; and k. A list of shareholders in each Portfolio holding share Certificates as of the close of business on May 31, 1993 provided by the Company's former transfer agent. No share Certificates will be issued on or after June 1, 1993. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Fund's Certificate of Trust Incorporation and all amendments thereto (such Certificate of Trust, together with any amendments theretoIncorporation, as presently currently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”Fund's "Certificate of Incorporation"); (b) The Bylaws By-Laws of the Trust Fund (such BylawsBy-Laws, as presently currently in effect and as they it shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees Directors of the Trust (the “Board”) Fund authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment amendment to its the Fund's Registration Statement under the Securities Investment Company Act of 19331940, as amended ( (the “Securities Act”), and under the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”) ("), said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”)"; (e) Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses The Prospectus and Statement of Additional Information, if any, of the statement of additional information for the Funds, as presently filed with the Commission Fund (said prospectuses such prospectus and statement of additional information information, as presently in effect filed with the Securities and Exchange Commission and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, the “Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and dated as of July 15, 1982, together with all amendments Amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s Certificate”"Trust Agreement"), copies of which are also on file with the Secretary of The Commonwealth of Massachusetts; (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of Administration Agreement between the Trust (the “Board”) authorizing the execution and delivery of this Agreementits Administrator; (d) The Trust’s most recent Post-Distribution Agreement between the Trust and its Distributor; (e) Custodian Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectus and Statement of Additional Information for the Current Portfolios, (such Prospectus and Statement of Additional Information, as presently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus and Statement of Additional Information" respectively); (h) Post Effective Amendment No. 11 to its the Trust's Registration Statement on Form N-1A (No. 2-80543) under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”), ") and Amendment No. 12 to the Trust's Registration Statement on such form (No. 811-3605) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “"Commission”") (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of ; The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor copies Distribuxxx xxxxxs of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate 's Agreement and Declaration of Trust and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s Certificate”'s Declaration"); (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on August 10, 1995 and all subsequent amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Securities and Exchange Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to furnished the Distributor Administrator with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: following: (a) The Trust’s Certificate Company's Articles of Trust Incorporation, as filed with the Clerk of the State Corporation Commission of the Commonwealth of Virginia on December 8, 1986, and all amendments thereto (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Articles of Incorporation"); ; (b) The Bylaws of the Trust Company's By-laws, and amendments thereto (such BylawsBy-laws, as presently in effect and as they shall from time to time be amended, is herein called the “Bylaws”"By-laws"); ; (c) Resolutions of the Company's Board of Trustees Directors authorizing the appointment of the Trust (the “Board”) authorizing the execution Administrator and delivery of approving this Agreement; ; (d) The Trust’s most recent Post-Effective Amendment to its Company's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission ("SEC") on December 11, 1986 and all amendments thereto; (e) The Company's Registration Statement on Form N-1A under the “Commission”Securities Act of 1933 as amended ("1933 Act") and under the 1940 Act as filed with the SEC on December 11, 1986, and all amendments thereto; and (said Registration Statementf) The Company's most recent Prospectus and Statement of Additional Information (such Prospectus, and Statement of Additional Information as presently in effect and as amended or supplemented all amendments and supplements thereto are herein called the "Prospectus'). The Company will furnish the Administrator, from time to time, is herein called executed copies of all amendments and supplements to the “Registration Statement”); (e) Notification of Registration foregoing. In consideration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses mutual promises and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses agreements herein contained and statement of additional information as presently in effect other good and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectivelyvaluable consideration, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)receipt of which is hereby acknowledged, it is hereby agreed by and between the parties hereto as follows:

Delivery of Documents. The Trust has delivered (or will deliver as --------------------- soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and dated as of July 1, 1997, together with all amendments Amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “"Trust Agreement"), copies of which are on file with the Trust’s Certificate”); (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees of Administration Agreement between the Trust (the “Board”) authorizing the execution and delivery of this Agreementits Administrator; (d) The Trust’s most recent Distribution Agreement between the Trust and its Distributor; (e) Custodian Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectus and Statement of Additional Information for the Current Portfolio (such Prospectus and Statement of Additional Information, as presently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus" and "Statement of Additional Information," respectively); and (h) Post-Effective Amendment No. 45 to its the Trust's Registration Statement on Form N-1A (No. 2-80543) under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”), ") and Amendment No. 46 to the Trust's Registration Statement on such form (No. 811-3605) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “"Commission”") (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor furnished Mercantile with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Fund's Board of Directors authorizing the appointment of Mercantile as custodian of the portfolio securities, cash and other property of the Fund and approving this Agreement; (b) Board Resolutions and signature certificates identifying and containing the signatures of the Fund's officers and/or other persons authorized to issue Oral Instructions, transmit Electronic Instructions, and sign Written Instructions, as hereinafter defined, on behalf of the Fund; (c) The Trust’s Certificate Fund's Articles of Trust Incorporation filed with the Department of Assessments and Taxation of the State of Maryland on September 9, 1982 and all Articles of Amendment and Articles Supplementary thereto (such Articles of Incorporation, as currently in effect and as they shall from time to time be amended, are herein called the "Articles"); (d) The Fund's By-Laws and all amendments thereto (such Certificate of Trust, together with any amendments theretoBy-Laws, as presently currently in effect and as it shall from time to time be amended, are herein called the “Trust’s Certificate”"By-Laws"); (be) The Bylaws Amended and Restated Advisory Agreement between Mississippi Valley Advisors Inc. (the "Adviser") and the Fund dated as of the Trust April 1, 1991 (such Bylaws, Advisory Agreement as presently in effect and as they shall from time to time be amended, with any future addenda is herein called the “Bylaws”"Advisory Agreement"); (cf) Resolutions The following agreements, each of which is dated as of April 1, 1988: the Board of Trustees of the Trust Administration Agreement between The Boston Company Advisors, Inc. (the “Board”"Administrator") authorizing and the execution Fund (such Administration Agreement as presently in effect and delivery of this with any future addenda is herein called the "Administration Agreement"); the Amended and Restated Distribution Agreement between TBC Funds Distributor, Inc. (the "Distributor") and the Fund (such Distribution Agreement as presently in effect and with any future addenda is herein called the "Distribution Agreement"); and the Amended and Restated Transfer Agency Agreement between Provident Financial Processing Corporation (the "Transfer Agent") and the Fund (such Transfer Agency Agreement as presently in effect and with any future addenda is herein called the "Transfer Agency Agreement"); (dg) Each Servicing Agreement between a Service Organization (as defined in the Prospectuses, including any affiliates of the Adviser or Mercantile or its affiliate banks) and the Fund (collectively, the "Servicing Agreements"); (h) The Trust’s most recent Post-Effective Amendment to its Fund's current Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, on Form N-1A as filed with the Securities SEC on March 25, 1991 (File No. 2-79285) relating to the Shares, and Exchange Commission all amendments thereto; (the “Commission”i) The Fund's most recent prospectus or prospectuses (said Registration Statement, such prospectus or prospectuses as presently currently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (fj) prospectuses and Before entering into a transaction regulated by the statement of additional information for the Funds, as presently filed with the Commodity Futures Trading Commission (said prospectuses and statement "CFTC"), a copy of additional information either (i) a filed notice of eligibility to claim the exclusion from the definition of "commodity pool operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is provided in Rule 4.5 under the CEA, together with all supplements as presently are required by the CFTC, or (ii) a letter which has been granted the Fund by the CFTC which states that the Fund will not be treated as a "pool" as defined in effect and Section 4.10(d) of the CFTC's General Regulations, or (iii) a letter which has been granted the Fund by the CFTC which states that the CFTC will not take any enforcement action if the Fund does not register as amended or supplemented a "commodity pool operator." The Fund will furnish Mercantile from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” andforegoing, collectivelyif any, as may be requested by the “Prospectuses”)Bank in the performance of its duties hereunder. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Investment Company has delivered to the Distributor furnished BIMC with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Articles of Trust Incorporation of the Investment Company, as filed with the Secretary of State of Maryland on August 6, 1985, and all amendments thereto as amended and restated on August 12, 1985 (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it they shall from time to time be amended, herein called the “Trust’s Certificate”"Articles of Incorporation"); (b) The Bylaws of the Trust Investment Company (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “"Bylaws”"); (c) Resolutions of the Investment Company's Board of Trustees authorizing the appointment of BIMC and resolutions of the Trust (Investment Company's Board of Trustees and Participation Certificate holders of the “Board”) authorizing the execution and delivery of Portfolio approving this Agreement; (d) Resolutions of the Investment Company's Board of Trustees authorizing the appointment of BCS Financial Services Corporation ("BCS") as the Portfolio's administrator pursuant to the Administration Agreement between BCS and the Investment Company dated as of February 28, 1987; (e) The Trust’s most recent Post-Effective Amendment to its Investment Company's Registration Statement on Form N-lA under the 1940 Act and the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said File No. 2-99584) relating to the Investment Company's Participation Certificates and all amendments thereto; (f) The Investment Company's Notification of Registration Statementfiled pursuant to Section 8(a) of the 1940 Act on Form N-8A with the SEC and all amendments thereto; and (g) The Investment Company's most recent prospectus and statement of additional information with respect to the Portfolio (such prospectus and statement of additional information, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “"Prospectus” and, collectively, the “Prospectuses”). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)"

Delivery of Documents. The Trust has delivered to the Distributor BISYS copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s 's Certificate of Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s 's Certificate”"); (b) The Bylaws of the Trust (such Bylaws, Bylaws as presently in effect and as they shall from time to time be amended, herein called the “"Bylaws”"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement Statement(s) under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") (said Registration Statement, as presently in effect relating to the Shares and as amended or supplemented from time to time, is herein called the “Registration Statement”)any further amendment thereto; (e) Notification of Registration registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Trust with respect to the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to the Distributor furnished Provident with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Company's Board of Trustees authorizing the appointment of Provident as custodian of the portfolio securities, cash and other property belonging to the Company and approving this Agreement; (b) Appendix A identifying and containing the signatures of the Company's President and Treasurer and/or other persons authorized to issue Oral Instructions and to sign Written Instructions, as hereinafter defined, on behalf of the Company; (c) The Trust’s Certificate Company's Declaration of Trust and all amendments thereto dated March 30, 1981 (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Declaration"); (bd) The Bylaws Company's Code of the Trust Regulations and all amendments thereto (such BylawsCode of Regulations, as presently in effect and as they it shall from time to time be amended, is herein called the “Bylaws”"Code"); (ce) Resolutions of the Board of Trustees of the Trust The Advisory Agreement between Provident Institutional Management Corporation (the “Board”"Advisor") authorizing and the execution Company dated as of March 11, 1987 with any addenda (such Advisory Agreement as presently in effect and delivery of this with any existing or future addenda is herein called the "Advisory Agreement"); (df) The Trust’s Sub-Advisory Agreement between Provident National Bank and the Advisor dated as of March 11, 1987 with any addenda (such Sub-Advisory Agreement as presently in effect and with any existing and future addenda is herein called the "Sub-Advisory Agreement"); (h) The Transfer Agency Agreement between Provident Financial Processing Corporation (the "Transfer Agent") and the Company dated as of June 1, 1989 (the "Transfer Agency Agreement"); (i) The Administration Agreement between The Boston Company Advisors, Inc. (the "Administrator") and the Company (such Administration Agreement as presently in effect and with any existing or future addenda is herein called the "Administration Agreement"); (j) The Company's most recent Post-Effective Amendment Amendments to its Registration Statement Statements on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”)") (File Numbers 2-64358, 2-77274 and 2-87284) and under the 1940 Act, on Form N-1A Act as filed with the Securities SEC, relating to the Company's units of beneficial interest, no par value ("Shares"), and Exchange Commission all Amendments thereto as well as such prior Registration Statements or Amendments as Provident may request; and (k) The Company's most recent prospectuses (prospectus herein is deemed to include the “Commission”Statement of Additional Information) relating to Shares (said Registration Statementsuch prospectuses, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “"Prospectus” and, collectively, the “Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser will furnish upon request or has delivered to furnished the Distributor Sub- Adviser with true copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (ai) The Trust’s Certificate 's Master Trust Agreement dated July 31, 1984, as filed with the Secretary of Trust State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate of Trust, together with any amendments theretoMaster Trust Agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Master Trust Agreement"); (bii) The Bylaws of the Trust Trust's By-Laws and amendments thereto (such BylawsBy-Laws, as presently in effect and as they it shall from time to time be amended, is herein called the “Bylaws”"By-Laws"); (ciii) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Adviser and Sub-Adviser and approving the Advisory Agreement and this Agreement; (iv) The most recent Post-Effective Amendment to the Trust's Registration Statement on Form N-1A under the Securities Act of 1933 as amended ("1933 Act") and the 1940 Act as filed with the Securities and Exchange Commission; (v) The Fund's most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto being referred to herein as the "Prospectus"); and (vi) All resolutions of the Board of Trustees of the Trust (pertaining to the “Board”) authorizing management of the execution and delivery assets of the Fund. During the term of this Agreement; Agreement the Adviser shall not use or implement any amendment or supplement that relates to or affects the obligations of the Sub-Adviser hereunder if the Sub-Adviser reasonably objects in writing within five business days after delivery thereof (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement or such shorter period of time as the Adviser shall specify upon delivery, if such shorter period of time is reasonable under the Securities Act of 1933, as amended ( the “Securities Act”), and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually the “Prospectus” and, collectively, the “Prospectuses”circumstances). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to the Distributor copies of each of the following documents and will promptly shall deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate Company's Declaration of Trust and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”"Company's Declaration"); (b) The Bylaws of the Trust Company (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “"Bylaws”"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) Company authorizing the execution and delivery of this Agreement;; 2 (d) The Trust’s most recent Post-Effective Amendment to its Registration Statement Company's registration statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") relating to the Shares, and all subsequent amendments thereto (said Registration Statementregistration statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust Company under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses Prospectuses and the statement statements of additional information for of the Funds, as presently filed with Company and of the Commission Funds (said such prospectuses and statement statements of additional information information, as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto dated as of February 7, 2000 (such Certificate Agreement and Declaration of Trust, together as presently in effect, is herein called the "Trust Agreement"), copies of which are also on file with any amendments theretothe Trust; (b) By-Laws of the Trust (such By-Laws, as presently in effect, are herein called the "By-Laws"); (c) Co-Administration Agreement between the Trust and its Co-Administrators; (d) Distribution Agreement between the Trust and its Distributor; (e) Custodian Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectus and Statement of Additional Information for the New Fund (the Prospectus and Statement of Additional Information, as presently in effect and as it shall amended, supplemented and/or superseded from time to time be amendedtime, are herein called the “Trust’s Certificate”"Prospectus" and "Statement of Additional Information," respectively); (bh) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Post Effective Amendment No. 34 to its the Trust's Registration Statement on Form N-1A (No. 33-73404) under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”), ") and Amendment No. 36 to the Trust's Registration Statement on such form (No. 811-8236) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “"Commission”") (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver --------------------- as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and dated as of July 1, 1997, together with all amendments Amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “"Trust Agreement"), copies of which are on file with the Trust’s Certificate”); (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By- Laws"); (c) Resolutions of the Board of Trustees of Administration Agreement between the Trust (the “Board”) authorizing the execution and delivery of this Agreementits Administrator; (d) The Trust’s most recent Distribution Agreement between the Trust and its Distributor; (e) Custodian Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectus and Statement of Additional Information for the Current Portfolios (such Prospectus and Statement of Additional Information, as presently in effect and as amended, supplemented and/or superseded from time to time, is herein called the "Prospectus" and "Statement of Additional Information, "respectively); and (h) Post-Effective Amendment No. 38 to its the Trust's Registration Statement on Form N-1A (No. 2-80543) under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”), ") and Amendment No. 39 to the Trust's Registration Statement on such form (No. 811-3605) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “"Commission”") (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to furnished the Distributor Sub-Adviser --------------------- with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s 's Certificate of Trust, as filed with the Secretary of State of the State of Delaware on May 17, 2002, and the Trust's Agreement and Declaration of Trust as filed with the Trust's registered office and resident agent in the State of Delaware, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such Bylawsdocuments, as presently in effect and as they shall from time to time be amendedamended or restated, are herein called the “Bylaws”"Declaration of Trust"); (b) The Trust's By-Laws and amendments thereto; (c) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Sub-Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification The Trust's Registration Statement on Form N-1A under the Securities Act of Registration of 1933 (the Trust "1933 Act") and under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fund; and (f) prospectuses The Trust's most recent prospectus and the statement Statement of additional information Additional Information for the FundsFund (such prospectus and Statement of Additional Information, as presently filed with in effect, and all amendments and supplements thereto are herein collectively called the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented "Prospectus"). Adviser will furnish the Sub-Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Advisor has delivered to the Distributor furnished or will furnish SubAdvisor with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The the Trust’s Certificate 's Agreement and Declaration of Trust Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts on March 10, 1987, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoDeclaration, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “"Declaration of Trust’s Certificate”"); (b) The Bylaws of the Trust (such Bylaws, as presently in effect Trust's By-Laws and as they shall from time to time be amended, herein called the “Bylaws”)amendments thereto; (c) Resolutions resolutions of the Trust's Board of Trustees of the Trust (the “Board”) authorizing the execution appointment of SubAdvisor and delivery of approving this Agreement; (d) The the Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement of Form N-8A under the Securities Investment Company Act of 1933, as amended ( 1940 (the “Securities Act”), and under the "1940 Act, on Form N-1A ") as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said Registration Statement, as presently in effect on [ ] and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (e) Notification the Trust's Registration Statement on Form N-1A under the Securities Act of Registration of the Trust 1933, as amended ("1933 Act") (File No. 33-12608) and under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to 3 the Funds; (f) the Trust's most recent prospectuses and Statement of Additional Information for the Funds (such prospectuses and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto are herein collectively called the "Prospectus"); and (fg) prospectuses such other materials and the statement of additional information for the Funds, documents as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented SubAdvisor shall reasonably request. Advisor will furnish SubAdvisor from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to furnished the Distributor Bank with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Company's Board of Directors authorizing the appointment of the Bank as custodian of the portfolio securities, cash and other property belonging to the Fund and approving this Agreement; (b) Appendix A identifying and containing the signatures of the Company's officers and/or officers of the Fund's Adviser authorized to issue Oral Instructions and to sign Written Instructions, as hereinafter defined, on behalf of the Fund; (c) The Trust’s Certificate Company's Articles of Trust Incorporation as filed with the Department of Assessments and Taxation of the State of Maryland and all amendments thereto (such Certificate Articles of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such BylawsIncorporation, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"Charter"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent PostCompany's By-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), Laws and under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission all amendments thereto (the “Commission”) (said Registration Statementsuch By-Laws, as presently in effect and as amended or supplemented they shall from time to timetime be amended, is are herein called the “Registration Statement”"By-Laws"); (e) Notification of Registration The Investment Advisory Agreement currently in effect (the "Advisory Agreement") between each of the Trust under the 1940 Act on Form N-8A as filed with the CommissionFunds and its Adviser; and (f) prospectuses The Company's most recent prospectus and the statement of additional information for relating to shares of the Funds, as presently filed with the Commission Company's Common Stock (said prospectuses "Shares") (such prospectus and statement of additional information as presently in effect and as amended or supplemented all amendments and supplements thereto are herein called the "Prospectus"); The Company will furnish the Bank from time to time herein called individually with copies, properly certified or authenticated, of all amendments of or supplements to the “Prospectus” andforegoing, collectively, the “Prospectuses”)if any. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto dated as of February 7, 2000 (such Certificate Agreement and Declaration of Trust, together as presently in effect, is herein called the "Trust Agreement"), copies of which are also on file with any amendments theretothe Trust; (b) By-Laws of the Trust (such By-Laws, as presently in effect, are herein called the "By-Laws"); (c) Co-Administration Agreement between the Trust and its Co- Administrators; (d) Distribution Agreement between the Trust and its Distributor; (e) Custodian Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectus and Statement of Additional Information for each of the Current Funds (each such Prospectus and Statement of Additional Information, as presently in effect and as it shall amended, supplemented and/or superseded from time to time be amendedtime, are herein called the “Trust’s Certificate”"Prospectus" and "Statement of Additional Information," respectively); (bh) The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Post Effective Amendment No. 30 to its the Trust's Registration Statement on Form N-1A (No. 33-73404) under the Securities Act of 1933, as amended ( 1933 (the “Securities "1933 Act”), ") and Amendment No. 32 to the Trust's Registration Statement on such form (No. 811-8236) under the 1940 Act, on Form N-1A Act filed as filed a single document with the Securities and Exchange Commission (the “"Commission”") (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered (or will deliver as soon as is possible) to the Distributor Advisers copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Agreement and Declaration of Trust and dated as of July 1, 1997, together with all amendments Amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s CertificateTrust Agreement”), copies of which are on file with the Trust; (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “BylawsBy-Laws”); (c) Resolutions of the Board of Trustees of Co-Administration Agreement between the Trust (the “Board”) authorizing the execution and delivery of this Agreementits Co-Administrators; (d) The Trust’s most recent Distribution Agreement and Foreign Custody Agreement between the Trust and its Distributor; (e) Custodian Agreement and Foreign Custody Agreement between the Trust and its Custodian; (f) Transfer Agency Agreement between the Trust and its Transfer Agent; (g) Prospectuses and Statements of Additional Information for the Current Portfolios (such Prospectuses and Statements of Additional Information, as presently in effect and as amended, supplemented and/or superseded from time to time, is herein called the “Prospectus” and “Statement of Additional Information,” respectively); and (h) All Post-Effective Amendment Amendments to its the Trust’s Registration Statement on Form N-1A (No. 2-80543) under the Securities Act of 1933, as amended ( 1933 (the “Securities 1933 Act”), ) and all Amendments to the Trust’s Registration Statement on such form (No. 811-3605) under the 1940 Act, on Form N-1A as filed with the Securities and Exchange Commission to date (the “Commission”) (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of . The Trust agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Advisers from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Manager has delivered to furnished the Distributor Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Corporation's Articles of Trust Incorporation, as filed with the State Department of Assessments and Taxation of the State of Maryland on December 31, 1992 and all amendments thereto (such Certificate Articles of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such BylawsIncorporation, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"Articles"): (b) The Corporation's By-Laws and all amendments thereto (such By-Laws, as presently in effect and as they shall from time to time be amended, are herein called the "By-Laws"); (c) Resolutions of the Corporation's Board of Trustees of the Trust (the “Board”) Directors authorizing the execution appointment of Adviser as investment adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its Corporation's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( the “Securities Act”)amended, and under the 1940 Act, on Form N-1A Act (File No. 811-7418) as filed with the Securities and Exchange Commission on ________ ___, 1999, including all exhibits thereto, relating to shares of common stock of the Fund, par value $.001 per share (the “Commission”herein called "Shares") and all amendments thereto; (said Registration Statemente) The Fund's most recent prospectus (such prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the The Fund's most recent statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and such statement of additional information information, as presently in effect and as amended or supplemented all amendments and supplements thereto are herein called the "Statement of Additional Information"). The Manager will furnish the Adviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Company has delivered to furnished the Distributor copies with copies, properly certified or authenticated, of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) a. The Trust’s Certificate Company's Agreement and Declaration of Trust and all amendments thereto dated as of March 17, 1994 (such Certificate the "Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”"); (b) b. The Bylaws of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)Company's By-Laws; (c) c. Resolutions of the Company's Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) d. The Trust’s Company's most recent Post-Effective Amendment amendment to its Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") relating to the Fund (said the Registration Statement, as presently in effect and as amended or supplemented as, from time to time, amended or supplemented is herein called the “"Registration Statement”"); e. The Company's most recent Prospectus and Statement of Additional Information and all amendments and supplements thereto (e) Notification such Prospectus and Statement of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses Additional Information and the statement of additional information for the Fundssupplements thereto, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time amended and supplemented, are herein called individually the “Prospectus” "Prospectuses"); f. Minutes of the meetings of the Company's Board of Trustees since the Company's inception; g. Copies of all non-routine correspondence between the Commission or its staff and the Company or its agents or representatives; and, collectively, h. Copies of all correspondence from PFPC Inc. to the “Prospectuses”)officers of the Company disclosing actual or potential blue sky violations and information regarding any other actual or potential blue sky violations which have come to the attention of the Company. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor Adviser copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anydocuments: (a) The Trust’s Certificate Fund's Agreement and Declaration of Trust dated as of September 24, 1987 as amended and restated through November 25, 2014 and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall amended from time to time be amendedtime, is herein called the “Trust’s Certificate”"Trust Agreement"), copies of which are also on file with the Secretary of The Commonwealth of Massachusetts; (b) The Bylaws of the Trust Fund's By-Laws and all amendments thereto (such BylawsBy-laws, as presently in effect and as they shall amended from time to time be amendedtime, are herein called the “Bylaws”"By-Laws"); (c) Resolutions Certified resolutions of the Portfolios' Shareholders and the Fund's Board of Trustees of approving the Trust (the “Board”) authorizing the execution and delivery terms of this Agreement; (d) The Trust’s Fund's most recent Post-Effective Amendment prospectus and statement of additional information with respect to its the Portfolios and any supplements thereto (such prospectus and statement of additional information, as presently in effect and as amended, supplemented and/or superseded from time to time, are herein called the "Prospectus" and "Additional Statement," respectively); and (e) The Fund's Registration Statement Statement, as amended, with respect to the Portfolios under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A as filed with the Securities and Exchange Commission (the “Commission”) (said such Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of . The Fund agrees to promptly furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies of all amendments of or supplements to or otherwise current versions of any of the “Prospectus” and, collectively, the “Prospectuses”)foregoing documents not heretofore furnished. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Advisor has delivered to the Distributor furnished Subadviser with copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate Agreement and Declaration of Trust and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s CertificateDeclaration”); (b) The Bylaws of the Trust Trust’s By-Laws and all amendments thereto (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “BylawsBy-Laws”); (c) Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Advisor as the adviser and Subadviser as investment manager and approving the Investment Advisory Agreement between the Advisor and the Trust with respect to the Trust (the “BoardAdvisory Agreement”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment recently filed amendment to its Registration Statement on Form N-2 under the Securities Act of 1933, as amended ( the “Securities Act”)amended, and under the 1940 Act, on Form N-1A as filed with including all exhibits thereto, relating to common shares of beneficial interest of the Securities and Exchange Commission (the “Commission”) (said Registration StatementTrust, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)no par value; (e) Notification of Registration of The Trust’s most recent prospectus (such prospectus, as presently in effect, and all amendments and supplements thereto are herein called the Trust under the 1940 Act on Form N-8A as filed with the Commission“Prospectus”); and (f) prospectuses and the The Trust’s most recent statement of additional information for the Funds(such statement of additional information, as presently filed with in effect, and all amendments and supplements thereto are herein called the Commission (said prospectuses and statement “Statement of additional information as presently in effect and as amended or supplemented Additional Information”). The Advisor will furnish Subadviser from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” and, collectively, the “Prospectuses”)foregoing. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to furnished the Distributor Investment Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s Certificate of Trust and all amendments thereto (such Certificate 's Declaration of Trust, together as filed with any amendments theretothe State of Massachusetts (such Declaration, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Declaration"); (b) The Bylaws of the Trust Trust's By-laws (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Trust (the “Board”) authorizing the execution Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement on Form N-1A under the 1940 Act and under the Securities Act of 19331933 as amended, as amended ( (the “Securities "1933 Act”"), and under relating to shares of beneficial interest of the 1940 Act, on Form N-1A Trust (herein called the "Shares") as filed with the Securities and Exchange Commission (the “Commission”"SEC") and all amendments thereto; (said Registration Statemente) The Trust's Prospectus (such Prospectus, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (e) Notification of Registration of . The Trust will furnish the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Adviser from time to time herein called individually with copies, properly certified or authenticated, of all amendments of or supplements to the “Prospectus” and, collectively, foregoing at the “Prospectuses”)same time as such documents are required to be filed with the SEC. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to furnished the Distributor Transfer Agent with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Fund's Board of Trustees authorizing the appointment of the Transfer Agent as transfer agent, registrar and dividend disbursing agent for the Fund and approving this Agreement; (b) The Trust’s Certificate Fund's Declaration of Trust filed with the Secretary of the Commonwealth of Massachusetts on February 28, 1990 and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently currently in effect and as it shall from time to time be amended, is herein called the “"Declaration of Trust’s Certificate”"); (bc) The Bylaws Fund's Code of the Trust Regulations and all amendments thereto (such BylawsCode of Regulations, as presently currently in effect and as they it shall from time to time be amended, is herein called the “Bylaws”"Code"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment Amended and Restated Distribution Agreement among the Transfer Agent, 440 Financial Distributors, Inc. (the "Distributor") and the Fund dated as of even date herewith (the "Distribution Agreement"); (e) The Fund's Notification of Registration filed pursuant to its Section 8(a) of the 1940 Act on Form N-8A with the Securities and Exchange Commission (the "SEC") on February 28, 1990; (f) The Fund's Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended ( (the “Securities "1933 Act”), and under the 1940 Act, on Form N-1A ") as filed with the Securities SEC on February 28, 1990 (File No. 33-33617) relating to the Shares, and Exchange Commission (the “Commission”) (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”)all amendments thereto; (eg) Notification The Fund's most recent prospectus or prospectuses and statement or statements of Registration additional information (such prospectus or prospectuses and statement or statements of additional information, as currently in effect, and all amendments and supplements thereto, are herein collectively called the Trust under the 1940 Act on Form N-8A as filed with the Commission"Prospectus"); and (fh) prospectuses and Before entering into a transaction regulated by the statement of additional information for the Funds, as presently filed with the Commodity Futures Trading Commission (said prospectuses and statement "CFTC"), a copy of additional information either (i) a filed notice of eligibility to claim the exclusion from the definition of "commodity pool operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act (the "CEA") that is provided in Rule 4.5 under the CEA, together with all supplements as presently are required by the CFTC, or (ii) a letter which has been granted the Fund by the CFTC which states that the Fund will not be treated as a "pool" as defined in effect and Section 4.10(d) of the CFTC's General Regulations, or (iii), a letter which has been granted the Fund by the CFTC which states that the CFTC will not take any enforcement action if the Fund does not register as amended or supplemented a "commodity pool operator." The Fund will furnish the Transfer Agent from time to time herein called individually with copies of all amendments of or supplements to the “Prospectus” andforegoing, collectively, the “Prospectuses”)if any. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor furnished Provident with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) Resolutions of the Fund's Board of Directors authorizing the appointment of Provident as custodian of the portfolio securities, cash and other property belonging to the Fund and approving this Agreement; (b) Appendix A identifying and containing the signatures of the Fund's officers and/or other persons authorized to issue Oral Instructions and to sign Written Instructions, as hereinafter defined, on behalf of the Fund; (c) The Trust’s Certificate Fund's Articles of Trust Incorporation filed with the Department of Assessments and Taxation of the State of Maryland on January 5, 1990 and all amendments thereto (such Certificate Articles of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”); (b) The Bylaws of the Trust (such BylawsIncorporation, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"Charter"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s Fund's By-Laws and all amendments thereto (such By-Laws, as presently in effect and as they shall from time to time be amended, are herein called the "By-Laws"); (e) The Investment Advisory Agreement between X.X. Xxxxxxxx, Xxxxxx Xxxxxxxx Inc. ("X.X. Xxxxxxxx" or the "Advisor") and the Fund dated as of February __, 1990 (the "Advisory Agreement"); (f) The Distribution Agreement between the Fund and X.X. Xxxxxxxx dated February __, 1990 (the "Distribution Agreement"); (g) The Administration Agreement between the Fund and Alex. Xxxxx & Sons Incorporated (the "Administrator") dated February __, 1990 (the "Administration Agreement"); (h) The Transfer Agency Agreement between Provident Financial Processing Corporation (the "Transfer Agent") and the Fund dated as of February __, 1990 (the "Transfer Agency Agreement"); (i) The Accounting Services Agreement between Provident Financial Processing Corporation and the Fund dated as of February __, 1990 (the "Accounting Services Agreement"); (j) The Fund's Notification of Registration filed pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission ("SEC") on January 8, 1990; (k) The Fund's most recent Post-Effective Amendment to its Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”), ") (File No. 33-32819) and under the 1940 Act, on Form N-1A Act as filed with the Securities SEC on January 8, 1990 relating to shares of the Fund's Common Stock, $.001 par value ("Shares"), and Exchange Commission all amendments thereto; and (the “Commission”l) The Fund's most recent prospectus or prospectuses relating to Shares (said Registration Statementsuch prospectus or prospectuses, as presently in effect and as amended or supplemented from time to time, is all amendments and supplements thereto are herein called the “Registration Statement”"Prospectus"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented . The Fund will furnish Provident from time to time herein called individually with copies, properly certified or authenticated, of all amendments of or supplements to the “Prospectus” andforegoing, collectively, the “Prospectuses”)if any. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Adviser has delivered to the Distributor or will furnish Sub-Adviser with copies properly certified or authenticated of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if anyfollowing: (a) The Trust’s each Fund's Certificate of Trust Formation, as filed with the Secretary of the State of Delaware on October 13, 1998 for JNL Variable Fund LLC and filed on January 26, 1999 for JNL Variable Fund III LLC, JNL Variable Fund V LLC, and JNLNY Variable Fund I LLC, and all amendments thereto or restatements thereof (such Certificate of Trust, together with any amendments theretoFormation, as presently in effect and as it shall from time to time be amendedamended or restated, is herein called the “Trust’s Certificate”"Certificate of Formation"); (b) The Bylaws each Fund's Operating Agreement and amendments thereto; c) resolutions of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”); (c) Resolutions of the Funds' Board of Trustees of the Trust (the “Board”) Managers authorizing the execution appointment of Sub-Adviser and delivery of approving this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its each Fund's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") (said and all amendments thereto; e) each Fund's Registration StatementStatement on Form N-1A under the Securities Act of 1933, as presently in effect amended ("1933 Act") and as amended or supplemented from time to time, is herein called the “Registration Statement”); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the CommissionSEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and (f) prospectuses each Fund's most recent prospectus and Statement of Additional Information (collectively called the statement "Prospectus"). Adviser will furnish the Sub-Adviser with copies of additional information for all amendments of or supplements to the Funds, as presently filed foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time herein called individually Sub-Adviser until the “Prospectus” and, collectively, the “Prospectuses”)Sub-Adviser's approval thereof. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate 's Agreement and Declaration of Trust and all amendments thereto (such Certificate Agreement and Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “"Trust’s Certificate”'s Declaration"); (b) The Bylaws By-Laws of the Trust (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By- Laws"); (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; ; (d) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") on _____________, 1995 and all subsequent amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Funds (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Securities and Exchange Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. (a) The Trust has delivered to the Distributor furnished ADM with copies properly certified or authenticated of each of the following documents following: (i) Resolutions of the Trust's Board of Trustees authorizing the execution of this Agreement; (ii) Appendix B identifying and will promptly deliver containing the signatures of the Trust's officers and other persons authorized to it all future amendments sign Written Instructions and supplements theretogive Oral Instructions, if any: each as hereinafter defined, on behalf of the Trust; (aiii) The Trust’s Certificate 's Declaration of Trust filed with the Secretary of State of the Commonwealth of Massachusetts and all amendments thereto (such Certificate Declaration of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, is herein called the “Trust’s Certificate”"Declaration"); (biv) The Bylaws of the Trust Trust's By-Laws and all amendments thereto (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “Bylaws”"By-Laws"); ; (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (dv) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement on Form N-1A under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”), ") and under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission (the “Commission”"SEC") and all amendments thereto; (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”); (evi) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses and the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses The Trust's most recent prospectus and statement of additional information (such prospectus and statement of additional information, as presently in effect and as amended or supplemented from time to time in effect and all amendments and supplements thereto are herein called individually the “"Prospectus” and, collectively, the “Prospectuses”"). (gb) 12b-1 Plan(s)ADM has furnished the Trust with copies properly certified or authenticated its Registration Statement on Form TA-1 under the Securities Exchange Act of 1934, as amended and all annual or other public reports filed with the SEC as may be requested by the Trust. (hc) Shareholder servicing plan(s)Each party from time to time will furnish the other with copies, properly certified or authenticated, of all amendments or supplements to the foregoing, if any. Neither party is obligated hereby to provide the other with otherwise confidential information.

Delivery of Documents. The Trust has delivered to the Distributor copies of each of the following documents and will promptly deliver to it the Distributor all future amendments and supplements thereto, if any: (a) The Trust’s Certificate of 's Trust Instrument and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”"Trust Instrument"); (b) The Bylaws of the Trust Trust's By-laws (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-laws"); (c) Resolutions Votes of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this Agreement; (d) The Trust’s most recent Post-Effective Amendment to its 's Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the 1940 Act, Act on Form N-1A as N-lA most recently filed with the Securities and Exchange Commission (the “"Commission”") relating to the Shares, and all subsequent amendments or supplements thereto (said the "Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “Registration Statement”"); (e) The Trust's Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (f) prospectuses The Trust's current Prospectus and Statement of Additional Information of the statement of additional information for the Funds, as presently filed with the Commission Series (said prospectuses and statement of additional information as presently in effect and as amended or supplemented from time to time amended and supplemented herein called individually collectively the “"Prospectus” and, collectively, the “Prospectuses”"). (ga) 12b-1 Plan(s)audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Series, and (b) from time to time such additional information regarding the Series' financial condition as the Distributor may reasonably request. Furthermore, the Trust agrees to advise the Distributor as soon as reasonably practical: (ha) Shareholder servicing plan(s)of any request by the Commission for amendments to the Registration Statement or Prospectus then in effect; (b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectus then in effect or the initiation of any proceeding for that purpose; (c) of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement or Prospectus then in effect or which requires the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading; and (d) of all actions of the Commission with respect to any amendment to the Registration Statement or Prospectus which may from time to time be filed with the Commission. For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission.

Delivery of Documents. The Trust has delivered will promptly furnish to Chase such copies, properly certified or authenticated, of contracts, documents and other related information, other than confidential documents or information, that Chase may reasonably request or require to properly discharge its duties. In the event that the Trust does not furnish to Chase copies of any documents or information that Chase requires to properly discharge its duties, Chase shall not be liable to the Distributor copies of each of Trust for any losses resulting from the following failure to deliver such documents and will promptly deliver or information. Such documents may include but are not limited to it all future amendments and supplements thereto, if anythe following: (a) The Trust’s Certificate Resolutions of the Board authorizing the appointment of Chase to provide certain services to the Trust and all amendments thereto (such Certificate of Trust, together with any amendments thereto, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”)approving this Agreement; (b) The Bylaws Trust's Declaration of the Trust (such Bylaws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”)Trust; (c) Resolutions of the Board of Trustees of the Trust (the “Board”) authorizing the execution and delivery of this AgreementThe Trust's By-Laws; (d) The Trust’s most recent Post-Effective Amendment to its 's Notification of Registration Statement under the Securities Act of 1933, as amended ( the “Securities Act”), and on Form N-8A under the 1940 Act, on Form N-1A Act as filed with the Securities and Exchange Commission ("SEC"); (e) The Trust's registration statement including exhibits, as amended, on Form N-1A (the “Commission”) (said "Registration Statement") under the 1933 Act and the 1940 Act, as filed with the SEC; (f) Copies of the Investment Management Agreement between the Trust and the Manager (the "Management Agreement"); (g) Copies of each of the Investment Advisory Agreements between the Manager and the investment advisers; (h) The Trust's prospectus(es) and statement(s) of additional information relating to all Trusts, series, portfolios and classes, as applicable, and all amendments and supplements thereto (such Prospectus(es) and Statement(s) of Additional Information and supplements thereto, as presently in effect and as amended or supplemented from time to timetime hereafter amended and supplemented, is herein called the “Registration Statement”"Prospectuses"); (e) Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission; and (fi) prospectuses and Such other material agreements as the statement of additional information for the Funds, as presently filed with the Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented Trust may enter into from time to time herein called individually the “Prospectus” andincluding securities lending agreements, collectivelyfutures and commodities account agreements, the “Prospectuses”)brokerage agreements and options agreements. (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)

Delivery of Documents. The Trust Fund has delivered to the Distributor copies of each of the following documents and will promptly deliver to it all future amendments and supplements thereto, if any: (a) The Trust’s Certificate Fund's Articles of Trust Incorporation and all amendments thereto (such Certificate Articles of Trust, together with any amendments theretoIncorporation, as presently in effect and as it shall from time to time be amended, herein called the “Trust’s Certificate”"Fund's Articles"); (b) The Bylaws By-Laws of the Trust Fund (such BylawsBy-Laws, as presently in effect and as they shall from time to time be amended, herein called the “Bylaws”"By-Laws"); (c) Resolutions of the Board of Trustees Directors of the Trust (the “Board”) Fund authorizing the execution and delivery of this Agreement; (d) The Trust’s Fund's most recent Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, as amended ( (the “Securities "1933 Act”"), and under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange Commission (the “"Commission”") and all subsequent amendments thereto (said Registration Statement, as presently in effect and as amended or supplemented from time to time, is herein called the “"Registration Statement”"); (e) Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the Commission; and (f) Prospectuses and Statements of Additional Information of the Fund (such prospectuses and the statement statements of additional information for the Fundsinformation, as presently filed with the Securities and Exchange Commission (said prospectuses and statement of additional information as presently in effect and as amended or supplemented they shall from time to time be amended and supplemented, herein called individually the “"Prospectus” and, collectively, " and collectively the “"Prospectuses”"). (g) 12b-1 Plan(s) (h) Shareholder servicing plan(s)