Common use of Notes and Conditions Related to Fund Administration Services Clause in Contracts

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. 4. The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“"Officers”") unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. 4. The Client’s 's Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s 's service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor under I.4 of this Schedule II to make available another individual to act in any such capacity, if (a) the Client’s 's Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the resigning Officer determines, in good faith, and notifies the Board and the Client's Chief Compliance Officer that the Client —Client: (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “"applicable securities laws” " as defined in Rule 38a-1 3Sa- I under the 1940 Act; or (c) The resigning Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.Services Appendix B -- Fund Accounting Services

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Trusts (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions when they are acting solely in their capacity as an Officer. 3. If any employee of Service Provider acts as an Officer of the ClientTrusts, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. In addition, the Officer will be subject to each Trust’s policies, except for its code of ethics policy, as Service Provider complies with Rule 17j-1 through its own policy. If Service Provider’s internal policies conflict with those of a Trust’s as it relates to the Officer’s duties to the Trust, Service Provider will notify Client promptly and the parties agree to develop an amicable resolution to the conflict. 4. The Client’s Trusts’ Organic Documents and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Clientapplicable Trust, except to the extent such Officer would otherwise be liable to the Client Trust or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall cause the Trusts to secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider Citi shall have no obligation to make available individuals to serve as officers of the Client Fund (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider Citi has agreed to make individuals available to serve as Officers, the Client Fund acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider Citi and Service Provider Citi shall not be responsible for their actions or omissions. 3. If any employee of Service Provider Citi acts as an Officer of the ClientFund, any such relationship shall be subject to the internal policies of Service Provider Citi concerning the activities of its employees and their service as officers of funds. 4. The ClientFund’s Organic Governing Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service ProviderCiti, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the ClientFund, except to the extent such Officer would otherwise be liable to the Client Fund or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client Fund shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider Citi shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the ClientFund’s Organic Governing Documents do not, or no longer, contain the indemnity described above or the Client Fund has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client Fund — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service ProviderCiti, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientFund. 6. The Client Fund shall promptly notify the Service Provider Citi of any issue, matter or event that would be reasonably likely to result in any claim by the ClientFund, one or more Client Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client Fund in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client Fund shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with With respect to a fiscal period during which Service Provider Citi served as financial administrator, Service Provider Citi will provide a sub-certification pertaining to Service ProviderCiti’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider Citi shall have no obligation to make available individuals to serve as officers of the Client Fund (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider Citi has agreed to make individuals available to serve as Officers, the Client Fund acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider Citi and Service Provider Citi shall not be responsible for their actions or omissions. 3. If any employee of Service Provider Citi acts as an Officer of the ClientFund, any such relationship shall be subject to the internal policies of Service Provider Citi concerning the activities of its employees and their service as officers of funds. 4. The ClientFund’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service ProviderCiti, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the ClientFund, except to the extent such Officer would otherwise be liable to the Client Fund or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client Fund shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider Citi shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the ClientFund’s Organic Documents do not, or no longer, contain the indemnity described above or the Client Fund has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client Fund — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service ProviderCiti, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientFund. 6. The Client Fund shall promptly notify the Service Provider Citi of any issue, matter or event that would be reasonably likely to result in any claim by the ClientFund, one or more Client Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client Fund in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client Fund shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client Fund with respect to a fiscal period during which Service Provider Citi served as financial administrator, Service Provider Citi will provide a sub-certification pertaining to Service ProviderCiti’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Trusts (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions when they are acting solely in their capacity as an Officer. 3. If any employee of Service Provider acts as an Officer of the ClientTrusts, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. In addition, the Officer will be subject to each Trust’s policies, except for its code of ethics policy, as Service Provider complies with Rule 17j-1 through its own policy. If Service Provider’s internal policies conflict with those of a Trust’s as it relates to the Officer’s duties to the Trust, Service Provider will notify Client promptly and the parties agree to develop an amicable resolution to the conflict. 4. The Client’s Trusts’ Organic Documents and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Clientapplicable Trust, except to the extent such Officer would otherwise be liable to the Client Trust or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall cause the Trusts to secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reasonreason and the Service Provider agrees to provide as much advance notice of such resignation as is possible under the circumstances. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Clientapplicable Trust’s Organic Documents do not, or no longer, contain the indemnity described above or the Client Trust has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client Trust — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The the Officer, or Service Provider, has suffered a claim from a third party, or has been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientTrusts. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Funds (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the ClientFunds, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of fundsthe Client. 4. The Client’s Funds’ Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that which are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the ClientFunds, except to the extent such Officer would otherwise be liable to the Client Funds or to its their security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client Funds shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if: (a) the Client’s Funds’ Organic Documents do not, or no longer, contain the indemnity described above or the Client has Funds have not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —Funds -- (i) has have failed to secure and retain the services of reputable counsel or independent auditors; (ii) has have violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientFunds. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the ClientFunds, one or more Client Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client Funds in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Trusts (“"Officers”") unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions when they are acting solely in their capacity as an Officer. 3. If any employee of Service Provider acts as an Officer of the ClientTrusts, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. In addition, the Officer will be subject to each Trust's policies, except for its code of ethics policy, as Service Provider complies with Rule 17j-1 through its own policy. If Service Provider's internal policies conflict with those of a Trust's as it relates to the Officer's duties to the Trust, Service Provider will notify Client promptly and the parties agree to develop an amicable resolution to the conflict. 4. The Client’s Trusts' Organic Documents and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s 's service in good faith in a manner reasonably believed to be in the best interests of the Clientapplicable Trust, except to the extent such Officer would otherwise be liable to the Client Trust or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall cause the Trusts to secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reasonreason and the Service Provider agrees to provide as much advance notice of such resignation as is possible under the circumstances. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s applicable Trust's Organic Documents do not, or no longer, contain the indemnity described above or the Client Trust has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —Trust – (i) i. has failed to secure and retain the services of reputable counsel or independent auditors; (ii) . has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “"applicable securities laws” " as defined in Rule 38a-1 under the 1940 Act; or (c) The the Officer, or Service Provider, has suffered a claim from a third party, or has been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientTrusts. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the ClientClient or Trusts, one or more Client Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client Trusts in a manner consistent with applicable laws.. Schedule 2 to Services Agreement – Services Appendix B – Sub-Fund Accounting Services 7I. Services 1. With respect to any document to be filed with Record Maintenance a. Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the SECRule; b. General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Client Rule; c. Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and d. A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule. All such books and records shall be responsible the property of the applicable Trust, and Service Provider agrees to make such books and records available for inspection by the Trust or by the SEC at reasonable times and otherwise to keep confidential all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing records and other fees and expenses. 8. If information relative to the Trust; except when requested to divulge such information by duly constituted authorities or court process, or when requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002Trust.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not acting as employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions in their capacity as Officers. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of fundsthe Client. 4. The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that which are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason; provided that, to the extent practicable, such Officer shall provide at least thirty (30) days’ written notice of such resignation. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —– (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Trust (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions when they are acting solely in their capacity as an Officer. 3. If any employee of Service Provider acts as an Officer of the ClientTrust, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. In addition, the Officer will be subject to each Trust’s policies, except for its code of ethics policy, as Service Provider complies with Rule 17j-1 through its own policy. If Service Provider’s internal policies conflict with those of the Trust’s as it relates to the Officer’s duties to the Trust, Service Provider will notify Client promptly and the parties agree to develop an amicable resolution to the conflict. 4. The ClientTrust’s Organic Documents and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Clientapplicable Trust, except to the extent such Officer would otherwise be liable to the Client Trust or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall cause the Trust to secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds Fund and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reasonreason and the Service Provider agrees to provide as much advance notice of such resignation as is possible under the circumstances. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Clientapplicable Trust’s Organic Documents do not, or no longer, contain the indemnity described above or the Client Trust has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client Trust — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The the Officer, or Service Provider, has suffered a claim from a third party, or has been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientTrust. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. 4. The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —-- (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX EXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not acting as employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions in their capacity as Officers. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of fundsthe Client. 4. The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that which are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason; provided that, to the extent practicable, such Officer shall provide at least thirty (30) days’ written notice of such resignation. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —-- (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002. 1. Record Maintenance (a) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule. (b) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule. (c) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule. (d) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Trusts (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissionsomissions when they are acting solely in their capacity as an Officer. 3. If any employee of Service Provider acts as an Officer of the ClientTrusts, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. In addition, the Officer will be subject to each Trust’s policies, except for its code of ethics policy, as Service Provider complies with Rule 17j-1 through its own policy. If Service Provider’s internal policies conflict with those of a Trust’s as it relates to the Officer’s duties to the Trust, Service Provider will notify Client promptly and the parties agree to develop an amicable resolution to the conflict. 4. The Client’s Trusts’ Organic Documents and/or resolutions of its their Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Clientapplicable Trust, except to the extent such Officer would otherwise be liable to the Client or Trustor to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall cause the Trusts to secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reasonreason and the Service Provider agrees to provide as much advance notice of such resignation as is possible under the circumstances. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Clientapplicable Trust’s Organic Documents do not, or no longer, contain the indemnity described above or the Client Trust has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client Trust — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The the Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientTrusts. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the ClientClient or the Trusts, one or more Client Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client Trsuts in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client Funds (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the ClientFunds, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of fundsthe Client. 4. The Client’s Funds’ Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that which are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the ClientFunds, except to the extent such Officer would otherwise be liable to the Client Funds or to its their security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client Funds shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if: (a) the Client’s Funds’ Organic Documents do not, or no longer, contain the indemnity described above or the Client has Funds have not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —Funds -- (i) has have failed to secure and retain the services of reputable counsel or independent auditors; (ii) has have violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the ClientFunds. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the ClientFunds, one or more Client Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client Funds in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX EXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. 4. The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor under I.4 of this Schedule II to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the resigning Officer determines, in good faith, and notifies the Board and the Client’s Chief Compliance Officer that the Client —Client: (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 3Sa- I under the 1940 Act; or (c) The resigning Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“"Officers”") unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. 4. The Client’s 's Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s 's service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if (a) the Client’s 's Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the Officer determines, in good faith, that the Client —-- (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “"applicable securities laws” " as defined in Rule 38a-1 38a-l under the 1940 Act; or (c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX EXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s 's services consistent with the requirements of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002.. Schedule 2 to Services Agreement -- Services Appendix B -- Fund Accounting Services

Notes and Conditions Related to Fund Administration Services. 1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions. 3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds. 4. The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors. 5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor under I.4 of this Schedule II to make available another individual to act in any such capacity, if (a) the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above; (b) the resigning Officer determines, in good faith, and notifies the Board and the Client’s Chief Compliance Officer that the Client — (i) has failed to secure and retain the services of reputable counsel or independent auditors; (ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or (c) The resigning Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client. 6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws. 7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses. 8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.(i)