Common use of Description of Services on a Continuous Basis Clause in Contracts

Description of Services on a Continuous Basis. The Sub-Administrator will perform the following services for the Administrator with respect to each Fund: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreed; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the Administrator; (v) Prepare for execution and file the Trust’s Federal and state tax returns, and Form 1099-MISC; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at the request of the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements. (vii) Calculate various contractual expenses (e.g., advisory and custody fees); (viii) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (ix) Control all disbursements and authorize such disbursements upon Written Instructions; (x) Monitor each Fund’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basis; (xi) Prepare the Trust’s financial statements in connection with the Trust’s annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPC), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administrator; (xii) Assist Trust counsel in the preparation of and coordinate the filing of annual Post-Effective Amendments to the Trust’s Registration Statement; prepare and file (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2; (xiii) Administratively assist in obtaining the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Trust in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Trust’s Board of Trustees; (xiv) Coordinate the assembly and mailing of board materials for quarterly board meetings; (xv) Attend quarterly board meetings; (xvi) Maintain a regulatory calendar for the Trust (with a copy to the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board of Trustees of the Trust, and on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees of the Trust, as the chief financial officer of the Trust; and (xviii) As requested by the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this Agreement.

Description of Services on a Continuous Basis. The Sub-Administrator PFPC will perform the following services for the Administrator with respect to each Portfolio of a Fund: (i) Prepare quarterly broker security transactions summariesJournalize investment, capi­tal share and income and expense ac­tivities; (ii) Prepare monthly security transaction listingsVerify investment buy/sell trade tickets when received from the investment adviser for the Portfolio (the "Adviser") and transmit trades (if so agreed with the Adviser) to the Portfolio's custo­dian (the "Custodian") for proper set­tlement; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreedMaintain individual ledgers for investment securities; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the AdministratorMaintain historical tax lots for each securi­ty; (v) Prepare for execution Reconcile cash and file investment balances of the Trust’s Federal Portfolio with the Custo­dian and state tax returnsseek to resolve outstanding differences, and Form 1099-MISCprovide the Adviser with the begin­ning cash balance avail­able for investment purposes; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at Update the request of cash availability throughout the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements.day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Opera­tions; (viii) Calculate various contractual and other expenses (e.g., advisory and custody fees); (viiiix) Monitor the expense accruals accruals, including the preparation of the expense budget accrual analysis with expense flux summary, and notify an officer of the Fund of any proposed adjustmentsadjustments to the expense accruals; (ixx) Control all disbursements and authorize such disbursements dis­burse­ments upon Written InstructionsWrit­ten Instruc­tions; (xxi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing sources ap­proved by the Fund, or if such quotes are unavail­able, then obtain such prices from the Adviser or such entity as approved by the Adviser, and in either case calcu­late the market value of the Portfolio's investments; (xiv) Transmit or make available (via PFPC’s data repository and analytics suite or otherwise) a copy of the daily portfolio valuation to the Adviser; (xv) Compute net asset value; L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(2).htm (xvi) As appropriate, compute yields (including SEC yields), total returns, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; (xvii) Prepare quarterly broker security transactions summaries; (xviii) Prepare monthly security transaction listings; (xix) Supply various normal and customary portfolio statistical data as requested on an ongoing basis; (xx) Prepare for execution and file the Fund's Semi-Annual Re­ports with the SEC on Form N-SAR (to the extent the same relates to the Fund’s Portfolios); (xxi) Prepare and file with the SEC the Fund's annu­al and semi-annual share­holder re­ports (to the extent the same relates to the Fund’s Portfolios); (xxii) Assist in the preparation of registration statements and other filings relating to the registration of Shares; (xxiii) Monitor each Fund’s the Portfolio's status as a regulated regulat­ed invest­ment company under Sub-chapter M and Sub-chapter L (if required) of the Internal Revenue Code of 1986, as amended; (xxiv) Coordinate contractual relationships and communications between the Fund and its con­tractual service providers (to the extent the same relates to the Fund’s Portfolios); (xxv) Monitor the Portfolio’s compliance with the amounts and conditions of each state qualifica­tion; (xxvi) Calculate the distribution amounts necessary for the Portfolio to comply with the “investment company under taxable income” and “net capital gain” distribution requirements set out in (A) Sub-chapter M of the Internal Revenue Code of 1986, 1986 (as amended provided that amended) and (B) the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basisexcise tax provisions of Section 4982 of the Internal Revenue Code of 1986 (as amended); (xixxvii) Prepare for execution and file the TrustPortfolio’s financial statements in connection with the Trust’s annual Federal and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPC), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administratorstate tax returns; (xiixxviii) Assist Trust counsel Provide standard reporting information agreed to between the Fund and PFPC from time to time for inclusion in the preparation meeting materials for the periodic meetings of the Fund’s Board of Trustees, Board of Directors or similar governing entity (in such format as agreed to between the Fund and coordinate PFPC from time to time); L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (g)(2).htm (xxix) Monitor overdraft positions of the filing Portfolio and upon Written Instructions assist in the coordination of annual Post-Effective Amendments the execution of loan documentation relating to any loan which the Portfolio determines to obtain in order to cover any such overdraft position; (xxx) Prepare for execution and file the Fund’s Form 24F-2 with the SEC (to the Trustextent the same relates to the Fund’s Registration Statement; prepare Portfolios); (xxxi) Prepare mutually agreed upon statistical reports and file complete mutually agreed upon surveys for outside information services daily, monthly and/or quarterly (or coordinate the filing ofas applicable) (ie.g., iMoneyNet, Investment Company Institute, Lipper Analytical Services, Morningstar and Prudential Generic); (xxxii) semiCalculate the amount of income earned by the Portfolio subject to alternative minimum tax, the amount of income earned by the Portfolio that relates to U.S. Government securities, and the amount of income earned by the Portfolio that relates to state municipal securities (on a state-annual reports by-state basis); (xxxiii) Calculate the Portfolio’s qualified dividend income (“QDI”), dividends received deduction (“DRD”), and qualified interest income (“QII”); (xxxiv) Prepare for execution the Fund’s Semi-Annual Reports with the SEC on Form N-SAR CSR (to the extent the same relates to the Fund’s Portfolios) and (ii) Notices pursuant provide to Rule 24f-2such entity as the Fund directs; (xiiixxxv) Administratively assist in obtaining Prepare for execution the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Trust in accordance Fund’s quarterly portfolio holdings with the requirements of Rule 17g-1 SEC on Form N-Q (to the extent the same relates to the Fund’s Portfolios) and 17d-1(d)(7) under provide to such entity as the 1940 Act as such bond and policies are approved by the Trust’s Board of TrusteesFund directs; (xivxxxvi) Coordinate Subject to PFPC receiving such information as PFPC requests, prepare the assembly Investment Company Institute broker matrix and mailing of board materials for quarterly board meetingsprovide to such entity as the Fund directs; (xvxxxvii) Attend quarterly board meetings; If the Portfolio (xvi“Acquiring Portfolio”) Maintain merges or has merged with another portfolio (“Target Portfolio”), for a regulatory calendar for period of 18 months after such merger (and subject to PFPC receiving adequate information from the Trust (with a copy Fund to which such Acquiring Portfolio relates) monitor the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board portfolio of Trustees assets of the Trust, and Acquiring Portfolio to confirm (on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees post trade basis) that at least 33 1/3% of the Trust, as Target Portfolio’s portfolio of assets at the chief financial officer time of the Trustmerger remains a part of the Acquiring Portfolio’s portfolio of assets (provided that PFPC is not responsible for any compliance or non-compliance with such 33 1/3% requirement); and (xviiixxxviii) As requested by Such additional services as shall be agreed in writing between PFPC and the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust Fund. L:\MFApps\Docubuilder\N-1 A Filings\February 2006\GEF\C-Pages & Exhibits\Exhibit (to serve only in ministerial or administrative capacities relevant to PFPC’s services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this Agreement.g)(2).htm

Description of Services on a Continuous Basis. The Sub-Administrator PFPC will perform the following services for the Administrator with respect to each Portfolio of a Fund: (i) Prepare quarterly broker security transactions summariesJournalize investment, capi­tal share and income and expense ac­tivities; (ii) Prepare monthly security transaction listingsVerify investment buy/sell trade tickets when received from the investment adviser for the Portfolio (the "Adviser") and transmit trades (if so agreed with the Adviser) to the Portfolio's custo­dian (the "Custodian") for proper set­tlement; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreedMaintain individual ledgers for investment securities; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the AdministratorMaintain historical tax lots for each securi­ty; (v) Prepare for execution Reconcile cash and file investment balances of the Trust’s Federal Portfolio with the Custo­dian and state tax returnsseek to resolve outstanding differences, and Form 1099-MISCprovide the Adviser with the begin­ning cash balance avail­able for investment purposes; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at Update the request of cash availability throughout the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements.day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Opera­tions; (viii) Calculate various contractual and other expenses (e.g., advisory and custody fees); (viiiix) Monitor the expense accruals accruals, including the preparation of the expense budget accrual analysis with expense flux summary, and notify an officer of the Fund of any proposed adjustmentsadjustments to the expense accruals; (ixx) Control all disbursements and authorize such disbursements dis­burse­ments upon Written Instructions; (x) Monitor each Fund’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basisWrit­ten Instruc­tions; (xi) Prepare the Trust’s financial statements in connection with the Trust’s annual Calculate capital gains and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPC), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administratorlosses; (xii) Assist Trust counsel in the preparation of and coordinate the filing of annual Post-Effective Amendments to the Trust’s Registration Statement; prepare and file (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2Determine net income; (xiii) Administratively assist in obtaining Obtain security market quotes from independent pricing sources ap­proved by the fidelity bond and directors’ and officers’/errors and omissions insurance policies for Fund, or if such quotes are unavail­able, then obtain such prices from the Trust in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act Adviser or such entity as such bond and policies are approved by the Trust’s Board Adviser, and in either case calcu­late the market value of Trusteesthe Portfolio's investments; (xiv) Coordinate Transmit or make available (via PFPC’s data repository and analytics suite or otherwise) a copy of the assembly and mailing of board materials for quarterly board meetingsdaily portfolio valuation to the Adviser; (xv) Attend quarterly board meetingsCompute net asset value; (xvi) Maintain a regulatory calendar for the Trust (with a copy to the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board of Trustees of the Trust, and on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees of the Trust, as the chief financial officer of the Trust; and (xviii) As requested by the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this Agreement.

Description of Services on a Continuous Basis. The Sub-Administrator will perform the following services for the Administrator with respect to each Fund: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreed; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the Administrator; (v) Prepare for execution and file the Trust’s 's Federal and state tax returns, and Form 1099-MISC; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at the request of the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements. (vii) Calculate various contractual expenses (e.g., advisory and custody fees); (viii) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (ix) Control all disbursements and authorize such disbursements upon Written Instructions; (x) Monitor each Fund’s 's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basis; (xiviii) Prepare the Trust’s 's financial statements in connection with the Trust’s 's annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPC), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administrator; (xiiix) Assist Trust counsel in the preparation of and coordinate the filing of annual Post-Effective Amendments to the Trust’s 's Registration Statement; prepare and file (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2; (xiiix) Administratively assist in obtaining the fidelity bond and directors’ ' and officers’/errors officers'/errors and omissions insurance policies for the Trust in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Trust’s 's Board of TrusteesDirectors; (xivxi) Coordinate the assembly and mailing of board materials for quarterly board meetings; (xvxii) Attend quarterly board meetings; (xvixiii) Maintain a regulatory calendar for the Trust (with a copy to the Administrator) listing various SEC filing and board approval deadlines; (xviixiv) As requested by the Board of Trustees of the Trust, and on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees of the Trust, as the chief financial officer of the Trust; and (xviiixv) As requested by the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s 's services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this Agreement.

Description of Services on a Continuous Basis. The Sub-Administrator PFPC will perform the following services for the Administrator with respect to each Portfolio of a Fund: (i) Prepare quarterly broker security transactions summariesJournalize investment, capital share and income and expense activities; (ii) Prepare monthly security transaction listingsVerify investment buy/sell trade tickets when received from the investment adviser for the Portfolio (the "Adviser") and transmit trades (if so agreed with the Adviser) to the Portfolio's custodian (the "Custodian") for proper settlement; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreedMaintain individual ledgers for investment securities; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the AdministratorMaintain historical tax lots for each security; (v) Prepare for execution Reconcile cash and file investment balances of the Trust’s Federal Portfolio with the Custodian and state tax returnsseek to resolve outstanding differences, and Form 1099-MISCprovide the Adviser with the beginning cash balance available for investment purposes; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at Update the request of cash availability throughout the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements.day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual and other expenses (e.g., advisory and custody fees); (viiiix) Monitor the expense accruals accruals, including the preparation of the expense budget accrual analysis with expense flux summary, and notify an officer of the Fund of any proposed adjustmentsadjustments to the expense accruals; (ixx) Control all disbursements and authorize such disbursements upon Written Instructions; (xxi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing sources approved by the Fund, or if such quotes are unavailable, then obtain such prices from the Adviser or such entity as approved by the Adviser, and in either case calculate the market value of the Portfolio's investments; (xiv) Transmit or make available (via PFPC’s data repository and analytics suite or otherwise) a copy of the daily portfolio valuation to the Adviser; (xv) Compute net asset value; (xvi) As appropriate, compute yields (including SEC yields), total returns, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; (xvii) Prepare quarterly broker security transactions summaries; (xviii) Prepare monthly security transaction listings; (xix) Supply various normal and customary portfolio statistical data as requested on an ongoing basis; (xx) Prepare for execution and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR (to the extent the same relates to the Fund’s Portfolios); (xxi) Prepare and file with the SEC the Fund's annual and semi-annual shareholder reports (to the extent the same relates to the Fund’s Portfolios); (xxii) Assist in the preparation of registration statements and other filings relating to the registration of Shares; (xxiii) Monitor each Fund’s the Portfolio's status as a regulated investment company under Sub-chapter M and Sub-chapter L (if required) of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basisamended; (xixxiv) Prepare Coordinate contractual relationships and communications between the TrustFund and its contractual service providers (to the extent the same relates to the Fund’s financial statements in connection with the Trust’s annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPCPortfolios), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administrator; (xiixxv) Assist Trust counsel Monitor the Portfolio’s compliance with the amounts and conditions of each state qualification; (xxvi) Calculate the distribution amounts necessary for the Portfolio to comply with the “investment company taxable income” and “net capital gain” distribution requirements set out in (A) Sub-chapter M of the Internal Revenue Code of 1986 (as amended) and (B) the excise tax provisions of Section 4982 of the Internal Revenue Code of 1986 (as amended); (xxvii) Prepare for execution and file the Portfolio’s Federal and state tax returns; (xxviii) Provide standard reporting information agreed to between the Fund and PFPC from time to time for inclusion in the preparation meeting materials for the periodic meetings of the Fund’s Board of Trustees, Board of Directors or similar governing entity (in such format as agreed to between the Fund and coordinate PFPC from time to time); (xxix) Monitor overdraft positions of the filing Portfolio and upon Written Instructions assist in the coordination of annual Post-Effective Amendments the execution of loan documentation relating to any loan which the Portfolio determines to obtain in order to cover any such overdraft position; (xxx) Prepare for execution and file the Fund’s Form 24F-2 with the SEC (to the Trustextent the same relates to the Fund’s Registration Statement; prepare Portfolios); (xxxi) Prepare mutually agreed upon statistical reports and file complete mutually agreed upon surveys for outside information services daily, monthly and/or quarterly (or coordinate the filing ofas applicable) (ie.g., iMoneyNet, Investment Company Institute, Lipper Analytical Services, Morningstar and Prudential Generic); (xxxii) semiCalculate the amount of income earned by the Portfolio subject to alternative minimum tax, the amount of income earned by the Portfolio that relates to U.S. Government securities, and the amount of income earned by the Portfolio that relates to state municipal securities (on a state-annual reports by-state basis); (xxxiii) Calculate the Portfolio’s qualified dividend income (“QDI”), dividends received deduction (“DRD”), and qualified interest income (“QII”); (xxxiv) Prepare for execution the Fund’s Semi-Annual Reports with the SEC on Form N-SAR CSR (to the extent the same relates to the Fund’s Portfolios) and (ii) Notices pursuant provide to Rule 24f-2such entity as the Fund directs; (xiiixxxv) Administratively assist in obtaining Prepare for execution the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Trust in accordance Fund’s quarterly portfolio holdings with the requirements of Rule 17g-1 SEC on Form N-Q (to the extent the same relates to the Fund’s Portfolios) and 17d-1(d)(7) under provide to such entity as the 1940 Act as such bond and policies are approved by the Trust’s Board of TrusteesFund directs; (xivxxxvi) Coordinate Subject to PFPC receiving such information as PFPC requests, prepare the assembly Investment Company Institute broker matrix and mailing of board materials for quarterly board meetingsprovide to such entity as the Fund directs; (xvxxxvii) Attend quarterly board meetings; If the Portfolio (xvi“Acquiring Portfolio”) Maintain merges or has merged with another portfolio (“Target Portfolio”), for a regulatory calendar for period of 18 months after such merger (and subject to PFPC receiving adequate information from the Trust (with a copy Fund to which such Acquiring Portfolio relates) monitor the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board portfolio of Trustees assets of the Trust, and Acquiring Portfolio to confirm (on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees post trade basis) that at least 33 1/3% of the Trust, as Target Portfolio’s portfolio of assets at the chief financial officer time of the Trustmerger remains a part of the Acquiring Portfolio’s portfolio of assets (provided that PFPC is not responsible for any compliance or non-compliance with such 33 1/3% requirement); and (xviiixxxviii) As requested by Such additional services as shall be agreed in writing between PFPC and the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this AgreementFund.

Description of Services on a Continuous Basis. The Sub-Administrator (a) PFPC will perform the following accounting services: (i) Journalize investment, capital share and income and expense activities; (ii) Verify investment buy/sell trade tickets when received from the Fund's investment adviser (the "Adviser") and transmit trades to the Fund's custodian (the "Custodian") for proper settlement; (iii) Maintain individual ledgers for investment securities; (iv) Maintain historical tax lots for each security; (v) Reconcile cash and investment balances of the Fund with the Custodian, and provide the Adviser with the beginning cash balance available for investment purposes; (vi) Update the cash availability throughout the day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual expenses (e.g., advisory and ---- custody fees); (ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (x) Control all disbursements and authorize such disbursements upon Written Instructions; (xi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing services for approved by the Administrator with respect Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of the Fund's investments on a weekly basis; (xiv) Transmit or mail a copy of the weekly portfolio valuation to each Fundthe Adviser; (xv) Compute net asset value on a weekly basis; (xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar- weighted maturity; and (xvii) Prepare a monthly financial statement, which will include the following items: Schedule of Investments Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets. (b) PFPC will perform the following additional services: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) Supply various normal and customary Fund statistical data as requested on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreedbasis; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the Administrator; (v) Prepare for execution and file the Trust’s Fund's Federal and state tax returns, and Form 1099-MISC; (v) Prepare and file the Fund's Semi-Annual Reports with the SEC on Form N-SAR; (vi) Provide taxPrepare and file with the SEC the Fund's annual and semi-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at the request of the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements.annual shareholder reports; and (vii) Calculate various contractual expenses (e.g., advisory and custody fees); (viii) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (ix) Control all disbursements and authorize such disbursements upon Written Instructions; (x) Monitor each Fund’s 's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basis; (xi) Prepare the Trust’s financial statements in connection with the Trust’s annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPC), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administrator; (xii) Assist Trust counsel in the preparation of and coordinate the filing of annual Post-Effective Amendments to the Trust’s Registration Statement; prepare and file (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2; (xiii) Administratively assist in obtaining the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Trust in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Trust’s Board of Trustees; (xiv) Coordinate the assembly and mailing of board materials for quarterly board meetings; (xv) Attend quarterly board meetings; (xvi) Maintain a regulatory calendar for the Trust (with a copy to the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board of Trustees of the Trust, and on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees of the Trust, as the chief financial officer of the Trust; and (xviii) As requested by the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this Agreementamended.

Description of Services on a Continuous Basis. The Sub-Administrator PFPC will perform the following services for the Administrator with respect to each Portfolio of a Fund: (i) Prepare quarterly broker security transactions summariesJournalize investment, capital share and income and expense activities; (ii) Prepare monthly security transaction listingsVerify investment buy/sell trade tickets when received from the investment adviser for the Portfolio (the “Adviser”) and transmit trades (if so agreed with the Adviser) to the Portfolio’s custodian (the “Custodian”) for proper settlement; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreedMaintain individual ledgers for investment securities; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the AdministratorMaintain historical tax lots for each security; (v) Prepare for execution Reconcile cash and file investment balances of the Trust’s Federal Portfolio with the Custodian and state tax returnsseek to resolve outstanding differences, and Form 1099-MISCprovide the Adviser with the beginning cash balance available for investment purposes; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at Update the request of cash availability throughout the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements.day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual and other expenses (e.g., advisory and custody fees); (viiiix) Monitor the expense accruals accruals, including the preparation of the expense budget accrual analysis with expense flux summary, and notify an officer of the Fund of any proposed adjustmentsadjustments to the expense accruals; (ixx) Control all disbursements and authorize such disbursements upon Written Instructions; (xxi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing sources approved by the Fund, or if such quotes are unavailable, then obtain such prices from the Adviser or such entity as approved by the Adviser, and in either case calculate the market value of the Portfolio’s investments; (xiv) Transmit or make available (via PFPC’s data repository and analytics suite or otherwise) a copy of the daily portfolio valuation to the Adviser; (xv) Compute net asset value; (xvi) As appropriate, compute yields (including SEC yields), total returns, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; (xvii) Prepare quarterly broker security transactions summaries; (xviii) Prepare monthly security transaction listings; (xix) Supply various normal and customary portfolio statistical data as requested on an ongoing basis; (xx) Prepare for execution and file the Fund’s Semi-Annual Reports with the SEC on Form N-SAR (to the extent the same relates to the Fund’s Portfolios); (xxi) Prepare and file with the SEC the Fund’s annual and semi-annual shareholder reports (to the extent the same relates to the Fund’s Portfolios); (xxii) Assist in the preparation of registration statements and other filings relating to the registration of Shares; (xxiii) Monitor each Fundthe Portfolio’s status as a regulated investment company under Sub-chapter M and Sub-chapter L (if required) of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basisamended; (xixxiv) Prepare Coordinate contractual relationships and communications between the TrustFund and its contractual service providers (to the extent the same relates to the Fund’s financial statements in connection with the Trust’s annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPCPortfolios), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administrator; (xiixxv) Assist Trust counsel Monitor the Portfolio’s compliance with the amounts and conditions of each state qualification; (xxvi) Calculate the distribution amounts necessary for the Portfolio to comply with the “investment company taxable income” and “net capital gain” distribution requirements set out in (A) Sub-chapter M of the Internal Revenue Code of 1986 (as amended) and (B) the excise tax provisions of Section 4982 of the Internal Revenue Code of 1986 (as amended); (xxvii) Prepare for execution and file the Portfolio’s Federal and state tax returns; (xxviii) Provide standard reporting information agreed to between the Fund and PFPC from time to time for inclusion in the preparation meeting materials for the periodic meetings of the Fund’s Board of Trustees, Board of Directors or similar governing entity (in such format as agreed to between the Fund and coordinate PFPC from time to time); (xxix) Monitor overdraft positions of the filing Portfolio and upon Written Instructions assist in the coordination of annual Post-Effective Amendments the execution of loan documentation relating to any loan which the Portfolio determines to obtain in order to cover any such overdraft position; (xxx) Prepare for execution and file the Fund’s Form 24F-2 with the SEC (to the Trustextent the same relates to the Fund’s Registration Statement; prepare Portfolios); (xxxi) Prepare mutually agreed upon statistical reports and file complete mutually agreed upon surveys for outside information services daily, monthly and/or quarterly (or coordinate the filing ofas applicable) (ie.g., iMoneyNet, Investment Company Institute, Lipper Analytical Services, Morningstar and Prudential Generic); (xxxii) semiCalculate the amount of income earned by the Portfolio subject to alternative minimum tax, the amount of income earned by the Portfolio that relates to U.S. Government securities, and the amount of income earned by the Portfolio that relates to state municipal securities (on a state-annual reports by-state basis); (xxxiii) Calculate the Portfolio’s qualified dividend income (“QDI”), dividends received deduction (“DRD”), and qualified interest income (“QII”); (xxxiv) Prepare for execution the Fund’s Semi-Annual Reports with the SEC on Form N-SAR CSR (to the extent the same relates to the Fund’s Portfolios) and (ii) Notices pursuant provide to Rule 24f-2such entity as the Fund directs; (xiiixxxv) Administratively assist in obtaining Prepare for execution the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Trust in accordance Fund’s quarterly portfolio holdings with the requirements of Rule 17g-1 SEC on Form N-Q (to the extent the same relates to the Fund’s Portfolios) and 17d-1(d)(7) under provide to such entity as the 1940 Act as such bond and policies are approved by the Trust’s Board of TrusteesFund directs; (xivxxxvi) Coordinate Subject to PFPC receiving such information as PFPC requests, prepare the assembly Investment Company Institute broker matrix and mailing of board materials for quarterly board meetingsprovide to such entity as the Fund directs; (xvxxxvii) Attend quarterly board meetings; If the Portfolio (xvi“Acquiring Portfolio”) Maintain merges or has merged with another portfolio (“Target Portfolio”), for a regulatory calendar for period of 18 months after such merger (and subject to PFPC receiving adequate information from the Trust (with a copy Fund to which such Acquiring Portfolio relates) monitor the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board portfolio of Trustees assets of the Trust, and Acquiring Portfolio to confirm (on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees post trade basis) that at least 33 1/3% of the Trust, as Target Portfolio’s portfolio of assets at the chief financial officer time of the Trustmerger remains a part of the Acquiring Portfolio’s portfolio of assets (provided that PFPC is not responsible for any compliance or non-compliance with such 33 1/3% requirement); and (xviiixxxviii) As requested by Such additional services as shall be agreed in writing between PFPC and the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this AgreementFund.

Description of Services on a Continuous Basis. The Sub-Administrator will perform the following services for the Administrator with respect to each Fund: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) Supply on an ongoing basis Fund and Trust statistical data including total returns (gross and after tax), one-, seven- and 30-day yields, monthly expense ratios, and such other normal and customary statistical data as mutually agreed; (iv) Provide quarterly expense budget analysis to Administrator and update expense accruals upon receipt of Written Instructions from the Administrator; (v) Prepare for execution and file the Trust’s 's Federal and state tax returns, and Form 1099-MISC; (vi) Provide tax-basis estimates of income and capital gain distribution requirements for each fund, twice annually, at the request of the advisor in accordance with IRS rules for regulated investment companies and other applicable regulatory requirements. (vii) Calculate various contractual expenses (e.g., advisory and custody fees); (viii) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (ix) Control all disbursements and authorize such disbursements upon Written Instructions; (x) Monitor each Fund’s 's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended provided that the fund acknowledges that PFPC monitors such status on a trade receipt + 1 basis; (xi) Prepare the Trust’s 's financial statements in connection with the Trust’s 's annual and semi-annual shareholder reports, and prepare and coordinate the filing of Forms N-CSR, N-Q, and N-PX (provided proxy voting records are delivered to PFPC in the format required by PFPC), in each such case working in coordination with the printer and/or other vendor selected and approved by mutual agreement of the Sub-Administrator and the Administrator; (xii) Assist Trust counsel in the preparation of and coordinate the filing of annual Post-Effective Amendments to the Trust’s 's Registration Statement; prepare and file (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2; (xiii) Administratively assist in obtaining the fidelity bond and directors’ ' and officers’/errors officers'/errors and omissions insurance policies for the Trust in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Trust’s 's Board of Trustees; (xiv) Coordinate the assembly and mailing of board materials for quarterly board meetings; (xv) Attend quarterly board meetings; (xvi) Maintain a regulatory calendar for the Trust (with a copy to the Administrator) listing various SEC filing and board approval deadlines; (xvii) As requested by the Board of Trustees of the Trust, and on such terms and conditions as the parties shall mutually agree, make available a PFPC employee to serve, upon appointment as such by the Board of Trustees of the Trust, as the chief financial officer of the Trust; and (xviii) As requested by the Board of Trustees of the Trust, make available appropriate individuals to serve as officers of the Trust (to serve only in ministerial or administrative capacities relevant to PFPC’s 's services hereunder). All regulatory services are subject to the review and approval of Trust counsel. For clarification, PFPC may freely send regulatory services materials to Trust counsel and, upon request by Administrator, shall send regulatory services materials to Administrator counsel for review and approval, notwithstanding the provisions of Section 5 of this Agreement.