Common use of Provision of Certifying Officers Clause in Contracts

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS Citi shall make BISYS Citi employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "Certifying Officer"). BISYS' Citi's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS Citi (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS Citi shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' Citi's reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS Citi to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS Citi shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS Citi representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYSCiti), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS Citi and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS Citi and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "“Certifying Officer"”). BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 19 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 19 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("“CFO"”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's ’s Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's ’s second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's ’s internal control over financial reporting. A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to meet the standards set forth in the Certification, and to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Board.

Provision of Certifying Officers. Subject If the Fund is registered under the 1940 Act, BISYS will, upon receipt of a written request by the Fund and subject to the provisions of this Section 23(c1(e) and Section 23(dSections 2 (i) of this Agreementand 7(f), make a BISYS shall make BISYS employees employee available to the Company Fund to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Fund (or under such other title to perform similar functions (eachfunctions), which is a "Certifying Officer"). BISYS' ’s obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyFund, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests interest of the CompanyFund. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' ’s reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person Fund’s operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund DCPs shall contain (or the Company Fund and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: : (i) The Company Fund shall establish and maintain a Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Fund DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the Company's Fund’s Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's Fund’s agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and the Funds’ Other Service Providers Providers. (ii) The Fund shall require (a) its relevant service providers to the Companyprovide sub-certifications on internal controls, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Sxxxxxxx-Xxxxx, and (b) that such sub-certifications are delivered to the Other Service Providers. DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. (iii) The Fund DCP Committee shall (A) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (B) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and (C) record a summary of its considerations deliberations and conclusions in a written memorandum sufficient for it to adequately support its conclusions pertaining to the Fund DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (iiA) review SAS 70 Reports reports pertaining to BISYS and Other Service Providersother relevant service providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the Fund’s service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationproviders; (iiiB) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and or internal control controls over financial reporting that could adversely affect the Company's Fund’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Fund’s Certifying Officers, the Company's audit committee committee, and its auditors; (ivC) consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the Company's Fund’s audit committee and its auditors; and (vD) determine whether there was any change in internal control controls over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the Fund’s most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the Company's Fund’s internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust or under such other title to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 19 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 19 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company Trust shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Trust Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the CompanyTrust, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The CFO shall act as Chairman of the DCP Committee. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company Trust are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the CompanyTrust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the CompanyTrust's Certifying Officers, the CompanyTrust's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the CompanyTrust's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the CompanyTrust's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the CompanyTrust's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c23(d) and Section 23(d) of this Agreement23(e), BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Chief Executive Officer and Chief Financial Officer of the Company Trust or under such other title titles to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her their duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by them to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee employees that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and and EX.99.H.1. familiarity with, the CompanyTrust's operations (but the designation of any such person or their replacement as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c23(d) have the respective meanings ascribed to them in Item 15 22 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company Trust shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS)CEO of the Trust, at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Trust Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the CompanyTrust, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet at least ten (10) days prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Item 10 of Form N-CSR and Form N-Q. CSR. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-QCSR, including the financial statements, for the Company Trust are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.over

Provision of Certifying Officers. Subject to the provisions of this Section 23(c3(b) and Section 23(d3(d) of this Agreementbelow, BISYS shall make a BISYS employees employee available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust or under such other title to perform similar functions (eachfunctions, and which is a "Certifying Officer")Officer under Xxxxxxxx-Xxxxx. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his h s or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' BISYSYs reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund Trust DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide substantially as follows: follows (subject to such variations as may be agreed upon): (i) The Company Trust shall establish and maintain a Fund Disclosure Controls and Procedures Committee (the "DCP Committee") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and the Funds' Other Providers. (ii) The Trust shall require (a) Service Providers to the Companyprovide sub-certifications on internal controls, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Xxxxxxxx-Xxxxx, and (b) that such sub-certifications are delivered to the Other Service Providers. DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. (iii) The Fund DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (iiA) review SAS 70 Reports reports pertaining to BISYS and Other other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationService Providers; (iiiB) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund Trust DCPs and or internal control controls over financial reporting that could adversely affect the CompanyTrust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the CompanyTrust's Certifying Officers, the Company's audit committee committee, and its auditors; (ivC) consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the CompanyTrust's audit committee and its auditors; and (vD) determine whether there was any change in internal control controls over financial reporting that occurred during the CompanyTrust's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the CompanyTrust's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) 1 and Section 23(d) of this Agreement3 below, BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Principal Executive Officer and Chief Financial Officer of the Company Trust or under such other title to perform similar functions (eachfunctions, and which are each a "Certifying Officer")Officer under Xxxxxxxx-Xxxxx. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the each specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(cTrust's disclosure and control procedures, (the "Trust DCPs") have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: : i. The Company Trust shall establish and maintain a Fund Disclosure Controls and Procedures Committee (the "DCP Committee") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and the Funds' Other Providers. ii. The Trust shall require (a) Service Providers to the Companyprovide sub-certifications on internal controls, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Xxxxxxxx-Xxxxx, and (b) that such sub-certifications are delivered to the Other Service ProvidersDCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. iii. The Fund DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) a. review SAS 70 Reports reports pertaining to BISYS and Other other service providers to the Trust, ("Service Providers"), if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationService Providers; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "“Certifying Officer"”). BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's ’s operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 22 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's ’s Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS)CFO, at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's ’s agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet at least ten (10) days prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Item 10 of Form N-CSR and Form N-Q. CSR. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-QCSR, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's ’s Certifying Officers, the Company's ’s audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's ’s audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the ’s most recent fiscal quarter half-year (for Reports on Form N-Qthe Company’s second fiscal half year in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the Company's ’s internal control over financial reporting. A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to meet the standards set forth in the Certification, and to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Board.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "“Certifying Officer"”). BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 19 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 19 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("“CFO"”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's ’s Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's ’s second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's ’s internal control over financial reporting.

Provision of Certifying Officers. Subject In the event that the Trust elects to have BISYS make BISYS employees available to the Trust to serve, upon designation as such by the Board if the Board so elects, as the Chief Financial Officer of the Trust or under such other title to perform similar functions (each officer who is required to provide a certification pursuant to Xxxxxxxx-Xxxxx, whether or not a BISYS employee, is referred to herein as a "Certifying Officer"), BISYS shall do so, subject to the provisions of this Section 23(c) and Section 23(d) ), and subject to the payment of such additional fees as the parties may agree. As of the date of this Agreement, the Trust has determined that BISYS shall make BISYS employees available will not provide any Certifying Officers to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "Certifying Officer")Trust. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 20 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 21 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide that a Certifying Officer shall have the full discretion to decline to certify a particular Report (as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimumdefined in Schedule B to this Agreement) that fails to meet the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than standards set forth in the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation ofCertification, and to oversee, each report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reportingBoard.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c3(b) and Section 23(d3(c) of this Agreementbelow, BISYS shall make a BISYS employees employee available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust, or under such other title to perform similar functions (eachfunctions, and which is a "Certifying Officer")Officer under Xxxxxxxx-Xxxxx. BISYS' 's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be (i) in the best interests of the CompanyTrust and (ii) consistent with applicable law. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' 's reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) establish mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the Such procedures shall provide include as follows: : (i) The Company shall establish establishment and maintain maintenance by the Trust of a Fund Disclosure Controls and Procedures Committee (the "DCP Committee") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including (at a minimum) shall include the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's service providers and agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and provided that the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist not be comprised of a majority of employees or officers of BISYS. (ii) The requirement for (a) service providers to provide sub-certifications on internal controls, upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers and consistent with Xxxxxxxx-Xxxxx, and (b) such sub-certifications to be provided by delivered to the Other Service Providers. The Fund DCP Committee shall and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. (iii) The requirement for the DCP Committee to (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and Report, (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR or other Report, and Form N-Q. (d) maintain a record of all information delivered to or reviewed by the DCP Committee as described in this section 3(b). In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (iiA) review SAS 70 Reports reports pertaining to BISYS and Other Service Providersother service providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationproviders; (iiiB) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund Trust DCPs and or internal control controls over financial reporting that could adversely affect the CompanyTrust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the CompanyTrust's Certifying Officers, the Company's audit committee committee, and its auditors; (ivC) consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the CompanyTrust's audit committee and its auditors; and (vD) determine whether there was any change in internal control controls over financial reporting that occurred during the CompanyTrust's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the CompanyTrust's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 20 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the other service providers to the Company ("Other Service Providers to the CompanyProviders"), such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c23(d) and Section 23(d) of this Agreement23(e), BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Chief Executive Officer and Chief Financial Officer of the Company Trust or under such other title titles to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her their duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by them to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee employees that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person or their replacement as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c23(d) have the respective meanings ascribed to them in Item 15 22 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company Trust shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS)CEO of the Trust, at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Trust Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the CompanyTrust, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet at least ten (10) days prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Item 10 of Form N-CSR and Form N-Q. CSR. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-QCSR, including the financial statements, for the Company Trust are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the CompanyTrust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the CompanyTrust's Certifying Officers, the CompanyTrust's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the CompanyTrust's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the CompanyTrust's most recent fiscal half-year (the Trust's second fiscal quarter half year in the case of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Qan annual report) that has materially affected or is reasonably likely to materially affect, the CompanyTrust's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c3(a) and Section 23(d3(b) of this Agreementbelow, BISYS shall make a BISYS employees employee available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust or under such other title to perform similar functions (eachfunctions, and which is a "Certifying Officer")Officer under Xxxxxxxx-Xxxxx. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund Trust DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: : (i) The Company Trust shall establish and maintain a Fund Disclosure Controls and Procedures Committee (the "DCP Committee") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and the Trust's other service providers (the "Other Providers"). (ii) The Trust shall require (a) Service Providers to the Companyprovide sub-certifications on internal controls, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Xxxxxxxx-Xxxxx, and (b) that such sub-certifications are delivered to the Other Service Providers. DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. (iii) The Fund DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (iiA) review SAS 70 Reports reports pertaining to BISYS and Other other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationService Providers; (iiiB) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund Trust DCPs and or internal control controls over financial reporting that could adversely affect the CompanyTrust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the CompanyTrust's Certifying Officers, the Company's audit committee committee, and its auditors; (ivC) consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the CompanyTrust's audit committee and its auditors; and (vD) determine whether there was any change in internal control controls over financial reporting that occurred during the CompanyTrust's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the CompanyTrust's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 20 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "Certifying Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 20 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c23( c) have the respective meanings ascribed to them in Item 15 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c3(a) and Section 23(d3(b) of this Agreementbelow, BISYS shall make a BISYS employees employee available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust, or under such other title to perform similar functions (eachfunctions, and which is a "Certifying Officer")Officer under Sxxxxxxx-Xxxxx. BISYS' ’s obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' ’s reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person Trust’s operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund Trust DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: : (i) The Company Trust shall establish and maintain a Fund Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the Company's Trust’s Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's Trust’s service providers and agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived). (ii) The Trust shall require (a) service providers to provide sub-certifications on internal controls, including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Sxxxxxxx-Xxxxx, and (b) that such sub-certifications are delivered to the Other Service Providers. DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. (iii) The Fund DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (iiA) review SAS 70 Reports reports pertaining to BISYS and Other Service Providersother service providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationproviders; (iiiB) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund Trust DCPs and or internal control controls over financial reporting that could adversely affect the Company's Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Trust’s Certifying Officers, the Company's audit committee committee, and its auditors; (ivC) consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the Company's Trust’s audit committee and its auditors; and (vD) determine whether there was any change in internal control controls over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the Trust’s most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the Company's Trust’s internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a "“Certifying Officer"”). BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's ’s operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 20 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's ’s Principal Executive Officer, Chief Financial Officer ("“CFO"”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's ’s agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the investment adviser, the custodian and all other service providers to the Company (the “Other Service Providers to the Company, such as the investment adviser and custodianProviders”). In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's ’s Certifying Officers, the Company's ’s audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that the Certifying Officers may inform the Company's ’s audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's ’s second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's ’s internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) 1 and Section 23(d) of this Agreement3 below, BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Principal Executive Officer and Chief Financial Officer of the Company Trust or under such other title to perform similar functions (eachfunctions, and which are each a "Certifying Officer")Officer under Sxxxxxxx-Xxxxx. BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the each specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person Trust’s operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(cTrust’s disclosure and control procedures, (the “Trust DCPs”) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: : i. The Company Trust shall establish and maintain a Fund Disclosure Controls and Procedures Committee (the “DCP Committee”) to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the Company's Trust’s Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's Trust’s agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and the Funds’ Other Providers. ii. The Trust shall require (a) Service Providers to the Companyprovide sub-certifications on internal controls, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Sxxxxxxx-Xxxxx, and (b) that such sub-certifications are delivered to the Other Service ProvidersDCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. iii. The Fund DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and (c) record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) a. review SAS 70 Reports reports pertaining to BISYS and Other other service providers to the Trust, (“Service Providers”), if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationService Providers; (iii) b. consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund Trust DCPs and or internal control controls over financial reporting that could adversely affect the Company's Trust’s ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Trust’s Certifying Officers, the Company's audit committee committee, and its auditors; (iv) c. consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the Company's Trust’s audit committee and its auditors; and (v) d. determine whether there was any change in internal control controls over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the Trust’s most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the Company's Trust’s internal control over financial reporting.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Executive Officer and Chief Financial Officer of the Company or under such other title titles to perform similar functions (each, a "“Certifying Officer"”). BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her their duties to the Company, shall act in good faith and in a manner reasonably believed by them to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's ’s operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 15 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 22 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other thingsThe Company and BISYS acknowledge and agree that the Company has established Fund DCPs, which Fund DCPs have been delivered to BISYS, and that such Fund DCPs provide for mutually agreed procedures as required by the foregoing sentence. The Company shall, in its own capacity, take all reasonably necessary and appropriate measures to comply with its obligations under Xxxxxxxx-Xxxxx. Without limitation of the foregoing, except for those obligations which are expressly delegated to or assumed by BISYS in this Agreement, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer ("CFO") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviserresponsibility for, and such other individuals as may be necessary or appropriate for shall support and facilitate the role of each Certifying Officer and the Fund DCP Committee to ensure in, designing and maintaining the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained Fund DCPs in Company Reports (or other information from which such information is derived)accordance with applicable laws, including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, (a) ensuring that the Fund DCP Committee shall assist the and/or Certifying Officers by requiring that obtain and review sub-certifications acceptable and reports on internal controls from the Company’s investment adviser(s) and other service providers, if any, sufficiently in advance of the date upon which the relevant financial statements must be finalized by BISYS (in order to print, distribute and/or file the same hereunder), (b) evaluation of the effectiveness of the design and operation of the Fund DCP, under the supervision, and with the participation of, the Certifying Officers be provided by Officers, within the Other Service Providers. The Fund DCP Committee shall meet requisite timeframe prior to the filing date of each Report, and (c) ensuring that its Certifying Officers render the requisite certifications or take such other actions as may be permitted or required under applicable laws. A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to review meet the accuracy standards set forth in the Certification, and completeness to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (ii) review SAS 70 Reports pertaining to BISYS and Other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representation; (iii) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund DCPs and internal control over financial reporting that could adversely affect the Company's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the Company's Certifying Officers, the Company's audit committee and its auditors; (iv) consider whether, to the knowledge of each member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and in the event that any such occurrence is identified, ensure that this has been disclosed to the Certifying Officers, so that Certifying Officers may inform the Company's audit committee and its auditors; and (v) determine whether there was any change in internal control over financial reporting that occurred during the Company's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form N-Q) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reportingBoard.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c3(a) and Section 23(d3(b) of this Agreementbelow, BISYS shall make a BISYS employees employee available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust or under such other title to perform similar functions (eachfunctions, and which is a "Certifying Officer")Officer under Sarbanes-Oxley. BISYS' obligation xxxxxxxxxx in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person operations. For so long as BISYS provides a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned uponOfficer, the provisions of Item 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 15 of Schedule B. The Fund Trust DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification processof Reports by Certifying Officers, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: : (i) The Company Trust shall establish and maintain a Fund Disclosure Controls and Procedures Committee (the "DCP Committee") to evaluate the Trust DCPs in accordance with Rule 30a-3 under the 1940 Act. The DCP Committee comprised of persons including shall include (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer ("CFO") Officer, and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, ) and such other individuals as may be necessary or appropriate for to enable the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Reports (or other any information from which such information is derived), including BISYS and the Trust's other service providers (the "Other Providers"). (ii) The Trust shall require (a) Service Providers to the Companyprovide sub-certifications on internal controls, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist upon which the Certifying Officers by requiring that sub-certifications may rely in certifying Reports, in form and content reasonably acceptable to the Certifying Officers be provided by and consistent with Sarbanes-Oxley, and (x) xxxx xxxx sub-certifications are delivered to the Other Service Providers. DCP Committee and the Certifying Officers sufficiently in advance of the DCP Committee meeting described in (iii) below. (iii) The Fund DCP Committee shall (a) establish a schedule to ensure that all required disclosures in any Report, including the financial statements, are identified and prepared in a timeframe sufficient for it to review such disclosures, (b) meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report Report, and Q record its considerations and conclusions in a written memorandum sufficient for it to adequately to support conclusions pertaining to Fund Trust DCPs as required by the instructions to Item 9 of Form N-CSR and Form N-Q. T?CSR or other Report. In conducting its review and evaluations, the Fund DCP Committee shall: (i) establish a schedule to ensure that all required disclosures in Form N-CSR and Form N-Q, including the financial statements, for the Company are identified and prepared in a timeframe sufficient to allow review; (iiA) review SAS 70 Reports reports pertaining to BISYS and Other other Service Providers, if applicable, or in the absence of any such reports, consider the adequacy of the sub-certifications certification supplied by the service provider. In cases where the SAS 70 Report is dated more than 90 days prior to the issuance of a Report, the DCP Committee shall request a written representation from the service provider regarding the continued application and effectiveness of internal controls described in the report, or descriptions of any changes in internal control structure, as of the date of the representationService Providers; (iiiB) consider whether there are any significant deficiencies or material weaknesses in the design or operation of the Fund Trust DCPs and or internal control controls over financial reporting that could adversely affect the CompanyTrust's ability to record, process, summarize, and report financial information, and in the event that any such weaknesses or deficiencies are identified, disclose them to the CompanyTrust's Certifying Officers, the Company's audit committee committee, and its auditors; (ivC) consider whether, to the knowledge of each any member of the Fund DCP Committee, there has been or may have been any fraud, whether or not material, and, if so, disclose the facts and in the event that any such occurrence is identified, ensure that this has been disclosed circumstances thereof to the Certifying Officers, so that Certifying Officers may inform and the CompanyTrust's audit committee and its auditors; and (vD) determine whether there was any change in internal control controls over financial reporting that occurred during the CompanyTrust's second fiscal quarter of the period covered by the Report (for Reports on Form N-CSR) or during the most recent fiscal quarter (for Reports on Form Nhalf-Q) year that has materially affected or is reasonably likely to materially affect, the CompanyTrust's internal control over financial reporting.