Common use of Duties and Obligations of the Fund Clause in Contracts

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Interests. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Interests. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an investment company registered under the 1940 Act and the Interests sold by the Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Interests, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors PFD that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors PFD or any affiliate of PFPC Distributors PFD expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors PFD that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors PFD may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' PFD's counsel, be necessary or advisable. PFPC Distributors PFD shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond undertake to PFPC Distributor's proposal of implement such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors PFD to do so, PFPC Distributors PFD may, at its option, terminate this Agreement, except in the case where counsel to the Fund has opined that such amendment and/or supplement is not required for compliance with the Securities Laws. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors PFD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors PFD to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors PFD that the Fund is an a series investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors PFD shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors PFD promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors PFD may designate. The Fund shall notify PFPC Distributors PFD in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors PFD in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an investment company registered under the 1940 Act and the Interests Shares sold by the Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares. shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Series are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Foreside Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Foreside Distributors or any affiliate of PFPC Foreside Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Foreside Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct in all material respects when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which made, not materially misleading to a purchaser of the InterestsShares. PFPC Foreside Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Foreside Distributors' ’ counsel, be necessary or advisable. PFPC Foreside Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen thirty (30) days after receipt by the Fund of a written request from PFPC Foreside Distributors to do so, PFPC Foreside Distributors may, at its option, terminate this AgreementAgreement upon thirty (30) days’ prior written notice to the Fund. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Foreside Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Foreside Distributors to use any current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Foreside Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Foreside Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC shall advise Foreside Distributors promptly of any such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Foreside Distributors may designate. The Fund shall notify PFPC Foreside Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Foreside Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors PFD that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors PFD or any affiliate of PFPC Distributors PFD expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors PFD that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors PFD may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' PFD's counsel, be necessary or advisable. PFPC Distributors PFD shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors PFD to do so, PFPC Distributors PFD may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors PFD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors PFD to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors PFD that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors PFD shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors PFD promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors PFD may designate. The Fund shall notify PFPC Distributors PFD in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors PFD in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' ’ counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors MFDI that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors MFDI or any affiliate of PFPC Distributors MFDI expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors MFDI that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors MFDI may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the reasonable opinion of the PFPC Distributors' MFDI's counsel, be necessary or advisable. PFPC Distributors MFDI shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors MFDI to do so, PFPC Distributors and if within such fifteen-day period MFDI and the Fund are unable to reach agreement as to the necessity of such amendments or supplement, MFDI may, at its option, terminate this AgreementAgreement (upon sixty days' notice to the Fund). The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors MDFI reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors MFDI to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors MFDI that the Fund is an investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined determined, shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors MFDI shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors MFDI promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors MFDI may designate. The Fund shall notify PFPC Distributors MFDI in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors MFDI in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) To assist BNY Mellon in making notice filings on behalf of the Fund in the jurisdictions identified by Fund, the Fund will furnish BNY Mellon with the following information and/or documentation: (i) A list of all jurisdictions in which the Fund is lawfully available for sale as of the date of this Agreement and in which the Fund desires BNY Mellon to effect a notice filing on its behalf. The Fund represents acknowledges and agrees that it shall provide reasonable advance notice of any additions or changes to PFPC Distributors the list to afford BNY Mellon sufficient time to make any additional filings that may result from such changes. (ii) A list of all Registration Statements and Prospectuses filed data transmissions from transfer agents, broker-dealers or other omnibus service providers that BNY Mellon should seek to obtain sales data relating to the Fund, it being understood that the Fund will direct such third-parties to provide such data transmissions to BNY Mellon on a regular basis for BNY Mellon to receive sales data on the Fund by the state in which each sale was recorded. The Fund acknowledges and agrees that it shall provide BNY Mellon reasonable advance notice of any additions or changes to the list to afford BNY Mellon sufficient time to set up the data transmissions before such changes take effect. For the avoidance of doubt, the Fund agrees that it has the responsibility to coordinate with these third-parties what transaction data will be included or excluded from the sales data provided to BNY Mellon. (iii) The Fund’s most recent Post-Effective Amendments filed with the SEC under the Securities Act of 1933 Act with respect to and under the Interests have been prepared in conformity with 1940 Act; (iv) Upon BNY Mellon’s request, the requirements Fund’s most recent prospectus and statement of additional information (a “Prospectus”); and (v) All Notices of Special Meetings of Shareholders and related Proxy materials that propose the merger, reorganization or liquidation of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Interests. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Interests. (b) The Fund represents and warrants will provide reasonable advance notice to PFPC Distributors that BNY Mellon of all amendments of or supplements to the Fund is an investment company registered under the 1940 Act and the Interests sold by the Fund aredocuments identified in this Section, if any, and will be, registered under the 1933 Actpromptly provide copies thereto. (c) The net asset value of Fund hereby undertakes to do the Interests shall following regarding the services to be determined provided under this Agreement: (i) Provide Instructions to BNY Mellon in the an accurate and timely manner provided in the then current Prospectus and Statement of Additional Information relating regarding changes to the InterestsFund, and when determined shall be applicable additions or changes to all transactions as provided in the Prospectus. The net asset value of the Interests shall be calculated by the Fund or by another entity data transmissions BNY Mellon receives from third parties on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest as calculated. (dii) Whenever Review and approve funding requests in its judgment such action is warranted by unusual marketa timely manner and forward necessary filing fees for payment in a complete, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests until such time as the Fund deems it advisable to accept such orders accurate and to make such sales, and the Fund advises PFPC Distributors promptly of such determinationtimely manner. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' ’ counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund Trust represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund Trust with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in good faith reliance upon information provided to the Fund Trust by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration StatementDistributors, the Fund Trust represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund Trust shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the FundTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional. The Fund Trust authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund Trust represents and warrants to PFPC Distributors that the Fund Trust is an investment company registered under the 1940 Act and the Interests Shares sold by the each Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund Trust may upon reasonable notice instruct PFPC Distributors to decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund Trust deems it advisable to accept such orders and to make such sales, and the Fund Trust advises PFPC Distributors promptly of such determination. (e) The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designaterequest. The Fund Trust shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC BNY Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC BNY Distributors or any affiliate of PFPC BNY Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC BNY Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct in all material respects when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which made, not materially misleading to a purchaser of the InterestsShares. PFPC BNY Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC BNY Distributors' ’ counsel, be necessary or advisable. PFPC BNY Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen thirty (30) days after receipt by the Fund of a written request from PFPC BNY Distributors to do so, PFPC BNY Distributors may, at its option, terminate this AgreementAgreement upon thirty (30) days’ prior written notice to the Fund. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC BNY Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC BNY Distributors to use any current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC BNY Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC BNY Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC shall advise BNY Distributors promptly of any such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC BNY Distributors may designate. The Fund shall notify PFPC BNY Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC BNY Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Foreside Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Foreside Distributors or any affiliate of PFPC Foreside Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Foreside Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct in all material respects when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which made, not materially misleading to a purchaser of the InterestsShares. PFPC Foreside Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Foreside Distributors' ’ counsel, be necessary or advisable. PFPC Foreside Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. , If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen thirty (30) days after receipt by the Fund of a written request from PFPC Foreside Distributors to do so, PFPC Foreside Distributors may, at its option, terminate this AgreementAgreement upon thirty (30) days’ prior written notice to the Fund. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Foreside Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Foreside Distributors to use any current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Foreside Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Foreside Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC shall advise Foreside Distributors promptly of any such determination., (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Foreside Distributors may designate. The Fund shall notify PFPC Foreside Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Foreside Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.,

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary n ecessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' ’ counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Interests. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an investment company registered under the 1940 Act and the Interests sold by the Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Interests, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.this

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors MFDI that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors MFDI or any affiliate of PFPC Distributors MFDI expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors MFDI that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors MFDI may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the reasonable opinion of the PFPC Distributors' MFDI’s counsel, be necessary or advisable. PFPC Distributors MFDI shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors MFDI to do so, PFPC Distributors and if within such fifteen-day period MFDI and the Fund are unable to reach agreement as to the necessity of such amendments or supplement, MFDI may, at its option, terminate this AgreementAgreement (upon sixty days’ notice to the Fund). The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors MDFI reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors MFDI to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors MFDI that the Fund is an investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined determined, shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors MFDI shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors MFDI promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors MFDI may designate. The Fund shall notify PFPC Distributors MFDI in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors MFDI in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors or any affiliate of PFPC Distributors expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct in all material respects when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which made, not materially misleading to a purchaser of the InterestsShares. PFPC Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' ’ counsel, be necessary or advisable. PFPC Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement and/orsupplement or supplements within fifteen thirty (30) days after receipt by the Fund of a written request from PFPC Distributors to do so, PFPC Distributors may, at its option, terminate this AgreementAgreement upon thirty (30) days’ prior written notice to the Fund. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's ’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors to use any current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises shall advise PFPC Distributors promptly of any such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund Trust represents to PFPC Distributors Distributor that all Registration Statements and Prospectuses filed by the Fund Trust with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in good faith reliance upon information provided to the Fund Trust by PFPC Distributors Distributor or any affiliate of PFPC Distributors expressly for use in the Registration StatementDistributor, the Fund Trust represents and warrants to PFPC Distributors Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' Distributor’s counsel, be necessary or advisable. PFPC Distributors Distributor shall promptly notify the Fund Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund Trust shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from PFPC Distributors Distributor to do so, PFPC Distributors Distributor may, at its option, terminate this Agreement. The Fund Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's Trust’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional. The Fund Trust authorizes PFPC Distributors Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund Trust represents and warrants to PFPC Distributors Distributor that the Fund Trust is an investment company registered under the 1940 Act and the Interests Shares sold by the each Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. PFPC Distributors Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund Trust may upon reasonable notice instruct Distributor to decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund Trust deems it advisable to accept such orders and to make such sales, and the Fund Trust advises PFPC Distributors Distributor promptly of such determination. (e) The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors Distributor may designaterequest. The Fund Trust shall notify PFPC Distributors Distributor in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors Distributor in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors Professional Funds Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors Professional Funds Distributor or any affiliate of PFPC Distributors Professional Funds Distributor expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors Professional Funds Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors Professional Funds Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' Professional Funds Distributor's counsel, be necessary or advisable. PFPC Distributors Professional Funds Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors Professional Funds Distributor to do so, PFPC Distributors Professional Funds Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors Professional Funds Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors Professional Funds Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors Professional Funds Distributor that the Fund is an a series of investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors Professional Funds Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors Professional Funds Distributor promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors Professional Funds Distributor may designate. The Fund shall notify PFPC Distributors Professional Funds Distributor in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors Professional Funds Distributor in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) a. The Fund represents to PFPC Distributors Professional Funds Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors Professional Funds Distributor or any affiliate of PFPC Distributors Professional Funds Distributor expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors Professional Funds Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors Professional Funds Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' Professional Funds Distributor's counsel, be necessary or advisable. PFPC Distributors Professional Funds Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors Professional Funds Distributor to do so, PFPC Distributors Professional Funds Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors Professional Funds Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors Professional Funds Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) b. The Fund represents and warrants to PFPC Distributors Professional Funds Distributor that the Fund is an investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) c. The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors Professional Funds Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) d. Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors Professional Funds Distributor promptly of such determination. (e) e. The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors Professional Funds Distributor may designate. The Fund shall notify PFPC Distributors Professional Funds Distributor in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors Professional Funds Distributor in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors Professional Funds Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors Professional Funds Distributor or any affiliate of PFPC Distributors Professional Funds Distributor expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors Professional Funds Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Interests. PFPC Distributors Professional Funds Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' Professional Funds Distributor's counsel, be necessary or advisable. PFPC Distributors Professional Funds Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors Professional Funds Distributor to do so, PFPC Distributors Professional Funds Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors Professional Funds Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors Professional Funds Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Interests. (b) The Fund represents and warrants to PFPC Distributors Professional Funds Distributor that the Fund is an investment company registered under the 1940 Act and the Interests sold by the Fund are, and will be, registered under the 1933 Act. (c) The net asset value valuation of the Interests shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Interests, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors Professional Funds Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest valuation as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund Trust represents to PFPC Distributors Distributor that all Registration Statements and Prospectuses filed by the Fund Trust with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in good faith reliance upon information provided to the Fund Trust by PFPC Distributors Distributor or any affiliate of PFPC Distributors expressly for use in the Registration StatementDistributor, the Fund Trust represents and warrants to PFPC Distributors Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' Distributor's counsel, be necessary or advisable. PFPC Distributors Distributor shall promptly notify the Fund Trust of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund Trust shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund Trust of a written request from PFPC Distributors Distributor to do so, PFPC Distributors Distributor may, at its option, terminate this Agreement. The Fund Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the FundTrust's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund Trust may deem advisable, such right being in all respects absolute and unconditional. The Fund Trust authorizes PFPC Distributors Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund Trust represents and warrants to PFPC Distributors Distributor that the Fund Trust is an investment company registered under the 1940 Act and the Interests Shares sold by the each Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. PFPC Distributors Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund Trust may upon reasonable notice instruct Distributor to decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund Trust deems it advisable to accept such orders and to make such sales, and the Fund Trust advises PFPC Distributors Distributor promptly of such determination. (e) The Fund Trust agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors Distributor may designaterequest. The Fund Trust shall notify PFPC Distributors Distributor in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors Distributor in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) The Fund represents to PFPC Distributors PFD that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors PFD or any affiliate of PFPC Distributors PFD expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors PFD that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors PFD may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' PFD's counsel, be necessary or advisable. PFPC Distributors PFD shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond undertake to PFPC Distributor's proposal of implement such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors PFD to do so, PFPC Distributors PFD may, at its option, terminate this Agreement, except in the case where counsel to the Fund has opined that such amendment and/or supplement is not required for compliance with the Securities Laws. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors PFD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors PFD to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) The Fund represents and warrants to PFPC Distributors that the Fund is an investment company registered under the 1940 Act and the Interests sold by the Fund are, and will be, registered under the 1933 Act. (c) The net asset value of the Interests shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Interests, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest as calculated. (d) Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors promptly of such determination. (e) The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests for sale in such states as PFPC Distributors may designate. The Fund shall notify PFPC Distributors in writing of the states in which the Interests may be sold and shall notify PFPC Distributors in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.

Duties and Obligations of the Fund. (a) a. The Fund represents to PFPC Distributors Professional Funds Distributor that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Interests Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by PFPC Distributors Professional Funds Distributor or any affiliate of PFPC Distributors Professional Funds Distributor expressly for use in the Registration Statement, the Fund represents and warrants to PFPC Distributors Professional Funds Distributor that any Registration Statement, when such Registration Statement becomes effective, will contain statements required to be stated therein in material conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the InterestsShares. PFPC Distributors Professional Funds Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the PFPC Distributors' Professional Funds Distributor's counsel, be necessary or advisable. PFPC Distributors Professional Funds Distributor shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not respond to PFPC Distributor's proposal of propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from PFPC Distributors Professional Funds Distributor to do so, PFPC Distributors Professional Funds Distributor may, at its option, terminate this Agreement. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving PFPC Distributors Professional Funds Distributor reasonable notice thereof in advance, if practicable; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes PFPC Distributors Professional Funds Distributor to use any Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the InterestsShares. (b) b. The Fund represents and warrants to PFPC Distributors Professional Funds Distributor that the Fund is an investment company registered under the 1940 Act and the Interests Shares sold by the Fund each Portfolio are, and will be, registered under the 1933 Act. (c) c. The net asset value of the Interests Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the InterestsShares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Interests Shares shall be calculated by the Fund or by another entity on behalf of the Fund. PFPC Distributors Professional Funds Distributor shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Interest Share as calculated. (d) d. Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Interests Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund advises PFPC Distributors Professional Funds Distributor promptly of such determination. (e) e. The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Interests Shares for sale in such states as PFPC Distributors Professional Funds Distributor may designate. The Fund shall notify PFPC Distributors Professional Funds Distributor in writing of the states in which the Interests Shares may be sold and shall notify PFPC Distributors Professional Funds Distributor in writing of any changes to the information contained in the previous notification. PFPC Distributors agrees that it will forward such information to any financial intermediaries selling Interests in the Fund.