Common use of Nature of Services Clause in Contracts

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 12, all responsibility for such actions shall remain vested in Client at all times. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Board, PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a Chief Compliance Officer that is satisfactory, the Board may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect In addition to its administrative and ministerial roles contemplated as part of the Services, FSG may from time to time provide consulting services and otherwise render advice to Client. All non-ministerial actions taken pursuant to the Services advice provided under this Agreement,by FSG shall be subject to the overall direction and control of Client, and all responsibility for such actions shall remain vested in Client at all times. (ib) Client acknowledges that the Services provided by PINE FSG hereunder do not include any investment management or advisory services or advice as to the value of securities or regarding the advisability of purchasing or selling any securities for any Client AccountClient. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINEFSG, and PINE FSG is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client AccountClient, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions opinions, valuations or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 12, all responsibility for such actions shall remain vested in Client at all times. (iiic) Client acknowledges that PINE FSG is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE FSG hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (ivd) Client acknowledges that PINE FSG is not a law firm and is not engaged in rendering, and the Services provided by PINE FSG hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and FSG or any of its officers, directors and or employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any in-house attorneys of PINE FSG exclusively represent PINE FSG and that Client may not rely on PINE attorneysany such FSG attorneys to render legal advice. Because no attorney-client relationship exists between in-house PINE FSG attorneys and Client, any information provided to PINE or its FSG attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances circumstances, in which case PINE FSG shall provide Client prior notice of any such disclosure and cooperate fully reasonably with Client, should Client desire to defend against such disclosure. (ve) Client acknowledges that PINE FSG is not rendering and will not render, and the Services provided by PINE FSG hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE FSG of any tax matters in the course of, or in connection with, the provision of the Services is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Board, PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a Chief Compliance Officer that is satisfactory, the Board may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, create any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between XXXX’s in-house PINE attorneys and outside legal counsel and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege and may be subject to compulsory disclosure under certain circumstances circumstances, in which case PINE shall provide Client prior notice of any such disclosure and reasonably cooperate fully with Client at Client’s sole cost, should Client desire to defend such disclosure against such disclosureany third party. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, during or in connection with, with the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, PINE shall serve as Client’s Principal Financial Officer and Chief Compliance Officer and provide those Services as outlined in the attached Appendix A. In doing so, PINE shall ensure applicable A and advise Client on all state and SEC federal regulatory compliance requirements are metapplicable to Client and relating to the Services. PINE shall also Client will further provide any advice and recommendations to Client as is necessary relating to comply with those such compliance requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that . Notwithstanding the foregoing, (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise arises out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE XXXX has failed to provide a Principal Financial Officer or Chief Compliance Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Principal Financial Officer or Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the any Services provided under by this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client AccountClient. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client AccountClient, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. services as listed in Appendix A. All non-non- ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 128(a)(vii), all responsibility for such actions shall remain vested in Client at all times. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, an employee of PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct Misfeasance (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE XXXX has failed to provide a Principal Financial Officer or Chief Compliance Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Principal Financial Officer or Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services. (vii) Nothing set forth in this Section 8 shall be construed to protect the Principal Financial Officer or Chief Compliance Officer against any liability to Client to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, negligence or reckless disregard of the duties involved in the conduct of his or her office.

Nature of Services. (a) With respect to the any Services provided under by this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client AccountClient. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client AccountClient, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the BoardBoard of Client, PINE shall serve as Client’s Chief Compliance Principal Financial Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a Chief Compliance Principal Financial Officer that is satisfactory, the Board may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Principal Financial Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the any Services provided under by this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client AccountClient. No provision of this Agreement shall be considered as creating, nor shall any provision create, create any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client AccountClient, or (ii) furnish any investment advice or make any investment recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunderinstruments. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. the Proposal for Services. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide alsoprovide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (xA) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (yB) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE XXXX has failed to provide a Chief Compliance Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, create any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-non- ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between XXXX’s in-house PINE attorneys and outside legal counsel and Client, any information provided to PINE or its attorneys may not be protected by attorney-attorney- client privilege and may be subject to compulsory disclosure under certain circumstances circumstances, in which case PINE shall provide Client prior notice of any such disclosure and reasonably cooperate fully with Client at Client’s sole cost, should Client desire to defend such disclosure against such disclosureany third party. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, during or in connection with, with the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, PINE shall serve as Client’s Principal Financial Officer and Chief Compliance Officer and provide those Services as outlined in the attached Appendix A. In doing so, PINE shall ensure applicable A and advise Client on all state and SEC federal regulatory compliance requirements are metapplicable to Client and relating to the Services. PINE shall also Client will further provide any advice and recommendations to Client as is necessary relating to comply with those such compliance requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that . Notwithstanding the foregoing, (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise arises out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE XXXX has failed to provide a Principal Financial Officer or Chief Compliance Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Principal Financial Officer or Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between XXXX’s in-house PINE attorneys and outside legal counsel and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege and may be subject to compulsory disclosure under certain circumstances circumstances, in which case PINE shall provide Client prior notice of any such disclosure and reasonably cooperate fully with Client at Client’s sole cost, should Client desire to defend such disclosure against such disclosureany third party. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, during or in connection with, with the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Board, PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a Chief Compliance Officer that is satisfactory, the Board may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the any Services provided under by this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client AccountClient. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client AccountClient, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 128(a)(vii), all responsibility for such actions shall remain vested in Client at all times. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. the Proposal for Services. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE has failed to provide a Chief Compliance Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the any Services provided under by this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client AccountClient. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client AccountClient, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 128(a)(vii), all responsibility for such actions shall remain vested in Client at all times. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, PINE shall serve as Client’s Chief Compliance Officer and Principal Financial Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE XXXX has failed to provide a Chief Compliance Officer or Principal Financial Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer or Principal Financial Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between PINE’s in-house PINE attorneys and outside legal counsel and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege and may be subject to compulsory disclosure under certain circumstances circumstances, in which case PINE shall provide Client prior notice of any such disclosure and reasonably cooperate fully with Client at Client’s sole cost, should Client desire to defend such disclosure against such disclosureany third party. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, during or in connection with, with the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Board, PINE shall serve as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure applicable state and SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a Chief Compliance Officer that is satisfactory, the Board may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client andClient, subject to Section 9(a)(vii) and except for PINE’s express obligations and liability arising under or associated with Sections 11(b) and 12hereunder, all responsibility for such actions shall always remain vested in Client at all timesClient. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between PINE’s in-house PINE attorneys and outside legal counsel and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege and may be subject to compulsory disclosure under certain circumstances circumstances, in which case PINE shall provide Client prior notice of any such disclosure and reasonably cooperate fully with Client at Client’s sole cost, should Client desire to defend such disclosure against such disclosureany third party. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, during or in connection with, with the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by the Boardindependent trustees of Client, PINE shall serve as Client’s Principal Financial Officer and Chief Compliance Officer and provide those Services as outlined in the attached Appendix A. In doing so, PINE shall ensure applicable A and advise Client on all state and SEC federal regulatory compliance requirements are metapplicable to Client and relating to the Services. PINE shall also Client will further provide any advice and recommendations to Client as is necessary relating to comply with those such compliance requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that . Notwithstanding the foregoing, (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise arises out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board trustees of the Client determines determine that PINE has failed to provide a Principal Financial Officer or Chief Compliance Officer that is satisfactory, the Board trustees may, at any time and without penalty or additional fees, terminate the provided Principal Financial Officer or Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.

Nature of Services. (a) With respect to the Services provided under this Agreement, (i) Client acknowledges that the Services provided by PINE Blue River hereunder do not include any investment management or advisory services or advice as to the value of securities or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINEBlue River, and PINE Blue River is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions opinions, valuations or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (iib) The Services provided by PINE Blue River hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE Blue River shall be subject to the overall discretion, direction, direction and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 12, all responsibility for such actions shall remain vested in Client at all times. (iiic) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE Blue River is not rendering and will not render, and the Services provided by PINE Blue River hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE Blue River of any tax matters in the course of, or in connection with, the provision of the Services is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vid) Upon approval Client acknowledges that Blue River is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and appointment does not provide, and the Services provided by Blue River hereunder do not include, any public accounting or auditing services or advice. (e) Client acknowledges that Blue River is not a law firm and is not engaged in rendering, and the BoardServices provided by Blue River hereunder do not include, PINE any legal services or legal advice. Nothing in this Agreement shall serve be deemed to appoint Blue River and its officers, directors and employees as Client’s Chief Compliance Officer and provide those Services as outlined in Appendix A. In doing soattorneys, PINE shall ensure applicable state and SEC regulatory requirements are metform attorney-client relationships or require the provision of legal advice. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that in-house attorneys of Blue River exclusively represent Blue River and Client intends to may not rely on the ServicesBlue River attorneys. Because no attorney-client relationship exists between in-house Blue River attorneys and Client, advice any information provided to Blue River attorneys may not be privileged and recommendations may be subject to compulsory disclosure under certain circumstances in which case Blue River shall provide Client prior notice of any such disclosure and cooperate fully with Client should Client desire to defend against such disclosure. (as applicablef) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE Client shall be responsible for any failure appointing its own Anti-Money Laundering Reporting Officer (if required to comply with such requirements that arise out of (xdo so) the fraudand under no circumstances shall Blue River, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINEits affiliates, or any of its employees, officers or directors, be responsible or liable for the Client’s compliance with any anti-money laundering laws and regulations of any jurisdiction in which Client operates. (yg) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a shall be responsible for appointing its own Chief Compliance Officer that is satisfactory(if required to do so). Blue River, its affiliates, or any of its employees, officers or directors, shall have no responsibility to review, monitor or otherwise ensure compliance by Client with all applicable requirements of any laws, rules and regulations of governmental authorities having jurisdiction over Client, including, for the Board mayavoidance of doubt, at U.S. securities laws and regulations. Further, Client shall be solely responsible as to compliance by Client with all applicable requirements of any time laws, rules and without penalty or additional feesregulations of governmental authorities having jurisdiction over Client, terminate including, for the provided Chief Compliance Officer. If such termination occursavoidance of doubt, the Client U.S. securities laws and PINE will amend the Agreement accordingly to reflect a change of Servicesregulations.

Nature of Services. (a) With respect to the any Services provided under by this Agreement, (i) Client acknowledges that the Services provided by PINE hereunder do not include any investment management or advisory services or regarding the advisability of purchasing or selling any securities for any Client Account. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (i) provide investment advisory, sub-advisory or management services to any Client Account, (ii) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments or (iii) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder. (ii) The Services provided by PINE hereunder shall consist of advice and consulting services. All non-ministerial actions taken by Client pursuant to the advice provided by PINE shall be subject to the overall discretion, direction, and control of Client and, subject to Section 9(a)(vii) and except for PINE’s obligations and liability arising under or associated with Sections 11(b) and 128(a)(vii), all responsibility for such actions shall remain vested in Client at all times. (iii) Client acknowledges that PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and does not provide, and the Services provided by PINE hereunder do not include, any public accounting or auditing services or advice. Client acknowledges that PINE is not providing any tax advice and Client shall make all of its own tax decisions. (iv) Client acknowledges that PINE is not a law firm and is not engaged in rendering, and the Services provided by PINE hereunder do not include, any legal services or legal advice. Nothing in this Agreement shall be deemed to appoint PINE and its officers, directors and employees as Client’s attorneys, form attorney-client relationships or require the provision of legal advice. Client acknowledges that any attorneys of PINE exclusively represent PINE and Client may not rely on PINE attorneys. Because no attorney-client relationship exists between in-house PINE attorneys and Client, any information provided to PINE or its attorneys may not be protected by attorney-client privilege privileged and may be subject to compulsory disclosure under certain circumstances in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client, should Client desire to defend against such disclosure. (v) Client acknowledges that PINE is not rendering and will not render, and the Services provided by PINE hereunder do not and will not include, any tax advice. Client will rely solely on the tax advice of its own tax advisors. Any discussion by PINE of any tax matters in the course of, or in connection with, the provision of the Services is not intended to be used, and cannot be used, by any person for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters. (vi) Upon approval and appointment by Client shall be responsible for appointing its own Anti-Money Laundering Reporting Officer (if required to do so) and, other than as stipulated in this Agreement, including Section 8(a)(vii), under no circumstances shall PINE, its affiliates, or any of its employees, officers or directors, be responsible or liable for the Board, PINE shall serve as Client’s Chief Compliance Officer compliance with any anti-money laundering laws and regulations of any jurisdiction in which Client operates. (vii) PINE will provide those the Services as outlined in Appendix A. In doing so, PINE shall the Proposal for Services to ensure applicable state and SEC regulatory compliance requirements with respect to Client are met. PINE shall also , and may provide any advice and recommendations to Client as is necessary to comply with those requirementsClient, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the responsibility of the Client; provided that (1) PINE acknowledges that Client intends to rely on the Services, advice and recommendations (as applicable) provided by PINE in furtherance of Client’s satisfaction of its compliance obligations, and (2) PINE shall be responsible for any failure to comply with such requirements that arise arises out of (x) the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct (as such terms are defined below), in each case, with respect to the Services, advice or recommendations provided by PINE, or (y) a material breach of this Agreement by PINE. If the Board of the Client determines that PINE has failed to provide a Chief Compliance Officer that is satisfactory, the Board may, at any time and without penalty or additional fees, terminate the provided Chief Compliance Officer. If such termination occurs, the Client and PINE will amend the Agreement accordingly to reflect a change of Services.