Common use of Fair Value Services Clause in Contracts

Fair Value Services. PNC has entered into an agreement with a vendor of pricing services (the “Pricing Vendor”), and the Pricing Vendor shall provide fair value prices for the relevant foreign equity securities that have the confidence level identified by VP Distributors (“Fair Value Prices”) to PNC. Notwithstanding anything to the contrary herein, PNC shall not be obligated to perform the fair value services set forth in this Agreement (“Fair Value Services”) unless a fully-executed agreement between PNC and the then-current Pricing Vendor is then currently in effect. Unless VP Distributors directs PNC otherwise by Written Instructions, VP Distributors and the Funds hereby authorize and instruct PNC to: (a) under the circumstances set forth on Exhibit F, receive from the Pricing Vendor Fair Value Prices (in a format reasonably required by PNC) for each of the Portfolios that are invested in foreign equity securities; and (b) under the circumstances set forth on Exhibit F, use such Fair Value Prices that it timely receives in all relevant calculations (e.g., NAV, yields, etc.). VP Distributors and the Funds understand and agree that PNC will not be able to employ its standard review process to the Fair Value Prices and that PNC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of any of the Fair Value Prices it receives except for PNC’s duties that are set forth in Exhibit F. Except for PNC’s duties that are set forth in Exhibit F, PNC shall have no responsibility for verifying the accuracy and reasonableness of the Fair Value Prices and the appropriateness of the Portfolios’ use of Fair Value Prices, regardless of any efforts of PNC in this respect.

Fair Value Services. PNC (a) PFPC has entered into an agreement with a vendor of pricing services (the “Pricing Vendor”), and currently FT Interactive Data, for the Pricing Vendor shall to provide fair value prices to PFPC for the relevant foreign equity securities that have met the predetermined trigger and confidence level identified by VP Distributors the Administrator (“Fair Value Prices”) ). The Administrator will notify PFPC in writing if it desires to PNCselect a different Pricing Vendor, and the parties will work together to determine, as between the parties hereto, the terms and fees under which a different Pricing Vendor would be acceptable to each party. Notwithstanding anything to the contrary herein, PNC PFPC shall not be obligated to perform the fair value services set forth in this Agreement (“unless an agreement, including all relevant schedules and appendices thereto, between PFPC and the Pricing Vendor for the provision of Fair Value Services”) unless a fully-executed agreement between PNC and the Prices is then-current Pricing Vendor is then currently in effect. . (b) Unless VP Distributors the Administrator directs PNC PFPC otherwise by Written Instructions, VP Distributors the Administrator hereby authorizes and the Funds hereby authorize and instruct PNC instructs PFPC to: (ai) under the circumstances set forth on Exhibit FSchedule B, receive from the Pricing Vendor the Fair Value Prices (in a format reasonably required by PNCPFPC) for each of the Portfolios that are invested in foreign equity securities; securities (individually, the “Fund with Foreign Holdings” and collectively, the “Funds with Foreign Holdings”) and (bii) under the circumstances set forth on Exhibit FSchedule B, use such Fair Value Prices that it timely receives in all relevant calculations (e.g., NAV, yields, etc.). VP Distributors and ) for the Funds understand with Foreign Holdings. PFPC agrees to perform the foregoing services to the Company as specified in Schedule B. (c) Subject to Sections 4 and agree 5 of this Agreement, PFPC shall follow any Written Instruction from the Administrator to override a security price with one determined by the Administrator’s Pricing Committee; provided that PNC PFPC has timely received such security price. (d) The Administrator understands and agrees that PFPC will not be able to employ its standard review process to the Fair Value Prices and that PNC PFPC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of any of the Fair Value Prices it receives except for PNCPFPC’s duties that are set forth in Exhibit F. Schedule B. Except for PNCPFPC’s duties that are set forth in Exhibit FSchedule B, PNC shall have no the Administrator hereby assumes all responsibility for verifying the accuracy and reasonableness of the Fair Value Prices and the appropriateness of the PortfoliosFund with Foreign Holdings’ use of Fair Value Prices, regardless of any efforts of PNC PFPC in this respect. The Administrator hereby represents and warrants that the Valuation Committee of the Trust has evaluated and approved the use of the Pricing Vendor’s Fair Value Prices for each of the Fund with Foreign Holdings and believes such use to be consistent with (i) the security valuation procedures and policies adopted by the Board of Directors of the Trust and (ii) the registration statement(s) of the International Funds. The Administrator acknowledges that security-specific fair value determinations must be made by the Trust and/or the Valuation Committee of the respective Fund with Foreign Holdings, and are not made by PFPC.

Fair Value Services. PNC (a) The Trust has entered into an agreement with a vendor of pricing services (the “Pricing Vendor”), and currently FT Interactive Data, for the Pricing Vendor shall to provide fair value prices to PFPC for the relevant foreign equity securities that have met the predetermined confidence level identified by VP Distributors the Trust (“Fair Value Prices”) ). The Trust will notify PFPC in writing if it desires to PNC. Notwithstanding anything to the contrary hereinselect a different Pricing Vendor, PNC shall not be obligated to perform the fair value services set forth in this Agreement (“Fair Value Services”) unless a fully-executed agreement between PNC and the then-current parties will work together to determine, as between the parties hereto, the terms and fees under which a different Pricing Vendor is then currently in effect. would be acceptable to each party. (b) Unless VP Distributors the Trust directs PNC PFPC otherwise by Written Instructions, VP Distributors the Trust hereby authorizes and the Funds hereby authorize and instruct PNC instructs PFPC to: (a) under according to the circumstances procedures set forth on Exhibit FC, receive from the Pricing Vendor the Fair Value Prices (in a format reasonably required by PNCPFPC) for each of the Portfolios Funds that are invested in foreign equity securities; , which are identified on Exhibit B hereto (individually, an “International Fund,” and collectively, the “International Funds”) and (b) under the circumstances set forth on Exhibit FC, use such Fair Value Prices that it timely receives in all relevant calculations (e.g., NAV, yields, etc.)) for those Funds. VP Distributors PFPC agrees to perform the foregoing services and provide reports to the Funds understand Trust as specified in Exhibit C. The Trust shall provide PFPC with at least ten (10) business day’s written notice of any change to Exhibit B or any change to the procedures set forth in Exhibit C. (c) The Trust understands and agree agrees that PNC PFPC will not be able to employ its standard review process to the Fair Value Prices and that PNC PFPC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of any of the Fair Value Prices it receives except for PNCPFPC’s duties that are set forth in Exhibit F. C. Except for PNCPFPC’s duties that are set forth in Exhibit FC, PNC shall have no the Trust hereby assumes all responsibility for verifying the accuracy and reasonableness of the Fair Value Prices and the appropriateness of the PortfoliosInternational Funds’ use of Fair Value Prices, regardless of any efforts of PNC PFPC in this respect. The Fund hereby represents and warrants that the Valuation Committee has evaluated and approved the use of the Pricing Vendor’s Fair Value Prices for each of the International Funds and believes such use to be consistent with (a) the security valuation procedures and policies adopted by the Board of Trustees and (b) the registration statement(s) of the International Funds. The Trust acknowledges that security-specific fair value determinations must be made by the Trust and/or the Valuation Committee of the respective International Funds, and are not made by PFPC. (d) The Trust shall not use or permit the use of Fair Value Prices for the benefit of any Fund or other investment vehicle other than the International Funds identified on the then-current Exhibit B.