Common use of SERVICE PROVIDER’S REPRESENTATIONS Clause in Contracts

SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to the Transfer Agent and each Scudder Fund that: (a) It is a corporation duly xxxxxxzed and validly existing and in good standing under the laws of the State of Delaware; (b) It has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business; (c) It has full power and authority under applicable law, and has taken all actions necessary, to enter into and to perform this Agreement; (d) It is duly registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, as amended ("1934 Act"); (e) It is duly registered as a broker-dealer under section 15 of the 1934 Act; or, if it not so registered, it is not required to be so registered in order to perform this Agreement, and it undertakes to comply with any determination by a governmental agency or court of competent jurisdiction that activities substantially similar to those of the Service Provider hereunder are such as to require registration as a broker-dealer under the 1934 Act; (f) It maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate offices, personnel and computer and other equipment to perform the services contemplated by this Agreement; (g) To the best of its knowledge, it will not be a "fiduciary" of any Plan as such term is defined in section 3 (21) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (h) To the best of its knowledge, the receipt for the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the Code.

SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to the Transfer Agent and each Scudder Fund that: (a) It is a corporation duly xxxxxxzed organized and validly existing and in good standing under the laws of the State of Delaware; (b) It has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business; (c) It has full power and authority under applicable law, and has taken all actions necessary, to enter into and to perform this Agreement; (d) It is duly registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, as amended ("1934 Act"); (e) It is duly registered as a broker-dealer under section 15 of the 1934 Act; or, if it not so registered, it is not required to be so registered in order to perform this Agreement, and it undertakes to comply with any determination by a governmental agency or court of competent jurisdiction that activities substantially similar to those of the Service Provider hereunder are such as to require registration as a broker-dealer under the 1934 Act; (f) It maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate offices, personnel and computer and other equipment to perform the services contemplated by this Agreement; (g) To the best of its knowledge, it will not be a "fiduciary" of any Plan as such term is defined in section 3 (21) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (h) To the best of its knowledge, the receipt for the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the Code.

SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to KDI, the Transfer Agent Agent, and each Scudder Fund that: (a) It any ownership of Fund shares by Service Provider is a corporation purely as nominee for or on behalf of Customers of Service Provider, whereby Service Provider does not have investment discretion over or power to vote such Fund shares; (b) it is duly xxxxxxzed organized and validly existing and in good standing under the laws of the State of Delawareits incorporation; (bc) It it has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business; (c) It has full power and authority under applicable law, and has taken all actions necessary, to enter into and to perform this Agreement; (d) It it is duly registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, as amended ("1934 Act"); (e) It and it is duly registered as a broker-dealer under section 15 of the 1934 Act; or, if it not so registered, it is not required to be so registered in order to perform this Agreement, and it undertakes to comply with any determination by a governmental agency or court of competent jurisdiction that activities substantially similar to those of the Service Provider hereunder are such as to require registration as a transfer agent or broker-dealer under the 1934 ActAct or, alternatively to terminate the Agreement; (fe) It it maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate offices, personnel and computer and other equipment to perform the services contemplated by this Agreement; (gf) To the best of its knowledge, it will not be exercise any of the authority, control or responsibility which may make it a "fiduciary" of any Plan as such term is defined in section 3 (213(21) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); andERISA to cause any account which is subject to ERISA to invest in Fund shares; (hg) To the best of its knowledge, the receipt for the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); (h) to the extent Service Provider has engaged one or more third parties (including affiliates of Service Provider) to act as subcontractor(s) or agent(s) ("Agents") to perform services that Service Provider is responsible for performing under this Agreement, Service Provider has determined that each such Agent is capable of performing such services and shall take measures as may be necessary to ensure that such Agents perform such services in accordance with the terms of this Agreement; and (i) its entering into and performing this Agreement are duly authorized and will not violate any provision of applicable law, regulation or order of any court, governmental or regulatory body, or any agreement or instrument by which it is bound.

SERVICE PROVIDER’S REPRESENTATIONS. 4.1. The Service Provider represents and warrants to the Transfer Agent and each Scudder Fund that: (ai) It is a corporation duly xxxxxxzed and organized company/business entity validly existing and in good standing under the laws of where it is incorporated/established, and has experience, expertise, ability and skills as required to perform the State of Delaware;Services as detailed in this Agreement and as may be necessary to perform its obligations hereunder in a professional manner. (bii) It has all the requisite power, authority and approvals required to enter into this Agreement and will have all the requisite power, authority to perform fully each and every obligation under this Agreement. (iii) This Agreement has been duly executed and delivered by its duly authorized representatives and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms. (iv) The execution, delivery and performance of this Agreement and all instruments or addenda required hereunder by it does not contravene, violate or constitute a default of or require any consent under the provisions of any other agreement or instrument to which it is bound, including the constitutional documents thereof, or any order, judgment, decree or injunction of any court of law. (v) No legal proceedings are pending or threatened against it before any court, tribunal or authority which do or may restrain or enjoin its performance or observance of the terms and conditions of this Agreement or which do or may in any other manner rsion 4.0 (July 2020) Page 2 of 21 question the validity, binding effect or enforceability of this Agreement. (vi) No order has been made or petition presented for the bankruptcy protection, winding up or dissolution thereof against it. (vii) It shall maintain high professional standards to ensure performance of this Agreement as per best business practices and in full power compliance with statutory obligations. (viii) It has all necessary statutory and authority under applicable law to carry on regulatory permissions, approvals and permits for the running and operation of its business, and is registered or licensed as required, in each jurisdiction where it conducts establishment for the conduct of its business; (cix) It has full power right, title and authority under applicable lawinterest in and to all trade names, trademarks, service marks, logos symbols and other proprietary marks (IPR) (including limited right of use of those owned by any of its vendors, affiliates or subcontractors) which it provides to the Company, for use related to the Services, and has taken all actions necessary, to enter into and to perform this Agreementthat any IPR provided by the Service Provider shall not infringe the IPR of any third party; (dx) It The Service Provider represents that there is duly registered as a transfer agent under section 17A no inquiry/ investigation pending by the police against the Service Provider or its employees. The Service Provider undertakes that it will confirm at his own cost and expense and shall comply in all respect with the provisions of Government Authority applicable to the Securities Exchange Act of 1934, as amended ("1934 Act")Service Provider and /or to the Service Provider’s employees; (exi) It is duly registered as a broker-dealer under section 15 of the 1934 Act; orThe Service Provider shall be liable for all fines, if it not so registered, it is not required to be so registered in order to perform this Agreementpenalties, and it undertakes to comply with the like of parking, traffic and other criminal offences arising out of or concerning the use of any determination by a governmental agency vehicle for performing the Agreement and any toll charges or court of competent jurisdiction that activities substantially similar to those of entry Taxes payable locally and the Service Provider hereunder are accordingly indemnifies Company against all such as to require registration as a broker-dealer under the 1934 Act;liability. (fxii) It maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate officesThe Service Provider has sufficient resources available to respond to emergencies/ incidents, personnel and computer and other equipment to perform the services contemplated by this Agreement; (g) To the best of its knowledge, it will not be a "fiduciary" which may occur along established transportation routes. In case of any Plan as such term is defined accident resulting in section 3 (21) loss ordamage to property of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (h) To the best of its knowledgelife, the receipt sole responsibility for any legal or financial implication would vest with the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the CodeProvider. Company shall have no liability whatsoever.

SERVICE PROVIDER’S REPRESENTATIONS. Service Provider represents and warrants to the Transfer Agent and each Scudder Xxxxxxx Fund that: (a) It is a corporation duly xxxxxxzed organized and validly existing and in good standing under the laws of the State of Delaware; (b) It has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business; (c) It has full power and authority under applicable law, and has taken all actions necessary, to enter into and to perform this Agreement; (d) It is duly registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, as amended ("1934 Act"); (e) It is duly registered as a broker-dealer under section 15 is of the 1934 Act; or, if it not so registered, it is not required to be so registered in order to perform this Agreement, and it undertakes to comply with any determination by a governmental agency or court of competent jurisdiction that activities substantially similar to those of the Service Provider hereunder are such as to require registration as a broker-dealer under the 1934 Act; (f) It maintains and knows of no reason why it cannot or will not during the term hereof maintain adequate offices, personnel and computer and other equipment to perform the services contemplated by this Agreement; (g) To the best of its knowledge, it will not be a "fiduciary" of any Plan as such term is defined in section 3 (213(21) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (h) To the best of its knowledge, the receipt for the Administrative Fees by Service Provider will not constitute a "prohibited transaction" as such term is defined in section 406 of ERISA and section 4975 of the Code.