Common use of Services and Duties of Fund Services Clause in Contracts

Services and Duties of Fund Services. (I) Fund Services shall provide the following transfer agent and dividend disbursing agent services to the Company on behalf of each Fund: A. Receive and process all orders for the purchase, exchange, transfer and/or redemption of shares in accordance with applicable regulations, and as specified in the Funds’ prospectus and statement of additional information (or similar disclosure documents) filed with the Securities and Exchange Commission (“SEC”) in the Fund’s registration statement on Form N-1A (the “Prospectus”). B. Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Fund’s custodian. C. Pay proceeds upon receipt from the Fund’s custodian, where relevant, in accordance with the instructions of redeeming shareholders. D. Process transfers of shares in accordance with the shareholder’s instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. E. Prepare and transmit payments for dividends and distributions declared by the Fund with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. F. Serve as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. G. Make changes to shareholder records, including, but not limited to, address changes in plans (e.g., systematic withdrawal, automatic investment, dividend reinvestment). H. Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of each Fund which are authorized, issued and outstanding. I. Prepare ad-hoc reports as necessary at prevailing rates. J. Mail shareholder reports and Prospectuses to current shareholders. K. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. L. Provide shareholder account information upon a shareholder’s or a Fund’s request and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Company. M. Mail shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal tax laws and regulations. N. Provide a BlueSky system that will enable the Company to monitor the total number of shares of a Fund sold in each state. In addition, the Company or its agent, including Fund Services, shall identify to Fund Services in writing those transactions and assets to be treated as exempt from the BlueSky reporting for each state. The responsibility of Fund Services for the Company’s BlueSky state registration status is solely limited to the initial compliance by the Company and the reporting of such transactions to the Company or its agent. O. Answer correspondence from shareholders, securities brokers and others relating to Fund Services’ duties hereunder within required time periods established by applicable regulation. P. Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. Q. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund. R. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (II) Fund Services shall provide the following additional transfer agent services to the Fund for Internet Access, Vision Electronic Statement Service, Chat and INFORMATM A. If the Fund so elects, Fund Services shall provide the following services that are further described and that may be subject to additional terms and conditions specified in their respective exhibits, as such may be amended from time to time: Internet Access (as of the date hereof, also known as Fan Web), Vision Electronic Statement Service, Chat and INFORMATM (Exhibit C) or the services described in Exhibit C. The Company hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Exhibits C or D are selected by the Fund, such services shall also be subject to the terms and conditions of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Exhibits C or D, the exhibit shall control. The provisions of Exhibits C or D, as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminated. B. Fund Services shall allow the Fund access to various fund data, systems, industry information and processes as the parties may agree to from time to time, through Mutual Fund eXchange (“MFx”), subject to the terms of this Agreement and the additional terms and conditions contained in the on-line MFx access agreement to be entered into upon accessing MFx for the first time. Fund Services shall enable the Fund to access MFx services by supplying the Fund with necessary software, training, information and connectivity support as mutually agreed upon, all of which shall constitute confidential knowledge and information of Fund Services and shall be used by the Fund only as necessary to access MFx services pursuant to this Agreement. The Fund shall provide for the security of all codes and system access mechanisms relating to MFx provided to it by Fund Services and implement such security procedures and/or devices to ensure the integrity of MFx. The Fund hereby understands that Fund Services will perform periodic maintenance to the MFx hardware and software being accessed, which may cause temporary service interruptions. Fund Services shall notify the Fund of all planned outages and, to the extent possible, will perform any necessary maintenance during non-business hours. The Company hereby acknowledges that all programs, software, manuals and other written information relating to MFx access provided by Fund Services pursuant to this Agreement shall remain the exclusive property of Fund Services at all times. The Company acknowledges that the Fund is responsible for determining the suitability and accuracy of the information obtained through its access to MFx. Fund Services MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH MFx. However, Fund Services will assist the Fund in verifying the accuracy of any of the information made available to the Fund through MFx and covered by this Agreement. C. In the event of termination of this Agreement, the Fund shall immediately end its access to MFx and return all codes, system access mechanisms, programs, manuals and other written information to Fund Services, and shall, to the extent reasonably technically practicable and permitted by applicable law, destroy or erase all such information on any diskettes or other storage medium, unless such access continues to be permitted pursuant to a separate agreement.

Services and Duties of Fund Services. (I) Fund Services shall provide the following transfer agent and dividend disbursing agent services to the Company on behalf funds of each Fundthe Trust: A. Receive and process all orders for the purchase, exchange, transfer and/or redemption repurchase of shares in accordance with applicable rules under the 1940 Act, 1940 Act, other applicable regulations, and as specified in the Funds’ Trust’s prospectus and statement Statement of additional information Additional Information (or similar disclosure documents) filed with the Securities and Exchange Commission (“SEC”) in the Fund’s registration statement on Form N-1A (the “Prospectus”). B. Process redemption requests received in good order andpurchase and repurchase orders with prompt delivery, where relevantappropriate, deliver appropriate of payment and supporting documentation to the Fundshareholder based on the shareholder’s or Trust’s custodian’s instructions, and record the appropriate number of shares being held in the appropriate shareholder account. C. Pay proceeds upon receipt from the FundTrust’s custodian, where relevant, in accordance with the instructions of redeeming shareholders. D. Process transfers of shares in accordance with the shareholder’s instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. E. Prepare and transmit payments for dividends and distributions declared by the Fund Trust with respect to a FundTrust, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. F. Serve as the FundTrust’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. G. Make changes to shareholder records, including, but not limited to, address changes and changes in plans (e.g., systematic withdrawal, automatic investment, dividend reinvestment). H. Handle load processing. I. Record the issuance of shares of the Fund Trust and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of each Fund fund which are authorized, issued and outstanding. I. J. Prepare ad-hoc reports as necessary at prevailing rates. J. K. Mail shareholder reports and Prospectuses to current shareholders. K. L. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. L. M. Provide shareholder account information upon a shareholder’s shareholders or a Fund’s request Trust requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions repurchases and other confirmable transactions as agreed upon with the CompanyTrust. M. N. Mail requests for and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the FundTrust, all as required by applicable federal tax laws and regulations. N. O. Provide a BlueSky system that will enable the Company to monitor the total number of shares of a Fund the fund(s) sold in each state. In additionstate to enable the Trust to monitor such sales for blue sky purposes; provided that the Trust, the Company or its agent, including not Fund Services, shall identify to Fund Services is responsible for ensuring that shares are not sold in writing those transactions and assets to be treated as exempt from violation of any requirement under the BlueSky reporting for each securities laws or regulations of any state. The responsibility of Fund Services for the Company’s BlueSky state registration status is solely limited to the initial compliance by the Company and the reporting of such transactions to the Company or its agent. O. P. Answer correspondence from shareholders, securities brokers and others relating to Fund Services’ duties hereunder within required time periods established by applicable regulation. P. Q. Reimburse the Fund fund(s) each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A hereto. Q. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund. R. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (II) Fund Services shall S. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by the Trust. T. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the following additional transfer agent services Trust in connection with any certification required of the Trust pursuant to the Fund for Internet Access, Vision Electronic Statement Service, Chat and INFORMATM A. If the Fund so elects, Fund Services shall provide the following services that are further described and that may be subject to additional terms and conditions specified in their respective exhibits, as such may be amended from time to time: Internet Access (as Xxxxxxxx-Xxxxx Act of the date hereof, also known as Fan Web), Vision Electronic Statement Service, Chat and INFORMATM (Exhibit C) 2002 or the services described in Exhibit C. The Company hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Exhibits C any rules or D are selected regulations promulgated by the FundSEC thereunder, such services provided the same shall also not be subject deemed to the terms and conditions change Fund Services’ standard of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Exhibits C or D, the exhibit shall control. The provisions of Exhibits C or D, care as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminatedset forth herein. B. Fund Services shall allow U. In order to assist the Fund access to various fund data, systems, industry information and processes as Trust in satisfying the parties may agree to from time to time, through Mutual Fund eXchange requirements of Rule 38a-1 under the 1940 Act (the “MFxRule”), subject to the terms of this Agreement and the additional terms and conditions contained in the on-line MFx access agreement to be entered into upon accessing MFx for the first time. Fund Services shall enable the Fund to access MFx services by supplying the Fund with necessary software, training, information and connectivity support as mutually agreed upon, all of which shall constitute confidential knowledge and information of Fund Services and shall be used by the Fund only as necessary to access MFx services pursuant to this Agreement. The Fund shall provide for the security of all codes and system access mechanisms relating to MFx provided to it by Fund Services and implement such security procedures and/or devices to ensure the integrity of MFx. The Fund hereby understands that Fund Services will perform periodic maintenance to the MFx hardware and software being accessed, which may cause temporary service interruptions. Fund Services shall notify the Fund of all planned outages and, to the extent possible, will perform any necessary maintenance during non-business hours. The Company hereby acknowledges that all programs, software, manuals and other written information relating to MFx access provided by Fund Services pursuant to this Agreement shall remain the exclusive property of Fund Services at all times. The Company acknowledges that the Fund is responsible for determining the suitability and accuracy of the information obtained through its access to MFx. Fund Services MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH MFx. However, Fund Services will assist provide the Trust’s Chief Compliance Officer with reasonable access to Fund in verifying the accuracy of any of the information made available Services’ fund records relating to the Fund through MFx and covered services provided by this Agreement. C. In the event of termination of it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the Rule) involving Fund shall immediately end its access to MFx and return all codes, system access mechanisms, programs, manuals and other written information to Fund Services, and shall, to Services that affect or could affect the extent reasonably technically practicable and permitted by applicable law, destroy or erase all such information on any diskettes or other storage medium, unless such access continues to be permitted pursuant to a separate agreementTrust.

Services and Duties of Fund Services. (I) Fund Services shall provide the following transfer agent and dividend disbursing agent services to the Company on behalf of each Fund: A. Receive and process all orders for the purchase, exchange, transfer and/or redemption of Fund shares in accordance with Rule 22c-1 under the 1940 Act, other applicable regulations, and as specified in the Funds’ prospectus and statement of additional information (or similar disclosure documents) filed with the Securities and Exchange Commission (“SEC”) in the Fund’s registration statement on Form N-1A prospectus (the “Prospectus”). B. Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder’s or the Trust’s custodian instructions, and record the appropriate number of shares being held in the appropriate shareholder account. C. Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the FundTrust’s custodian. C. D. Pay proceeds upon receipt from the FundTrust’s custodian, where relevant, in accordance with the instructions of redeeming shareholders. D. E. Process transfers of shares in accordance with the shareholder’s instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. E. F. Prepare and transmit payments payments, or apply reinvestments for income dividends and capital gains distributions declared by the Fund Trust with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. F. G. Serve as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, plans and systematic exchange plans. G. H. Make changes to shareholder records, including, but not limited to, address and plan changes in plans (e.g., systematic investment and withdrawal, automatic investment, dividend reinvestment). H. I. Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Prospectus. J. Record the issuance of shares of the each Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of each Fund which are authorized, issued and outstanding. I. K. Prepare ad-hoc reports as necessary at prevailing rates. J. L. Mail shareholder reports and Prospectuses to current shareholders. K. M. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. L. N. Provide shareholder account information upon a shareholder’s shareholder or a Fund’s request Trust requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the CompanyTrust. M. O. Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the FundTrust, all as required by applicable federal and state tax laws and regulations. N. Provide a BlueSky system that will enable the Company to monitor the total number of shares of a Fund sold in each state. In addition, the Company or its agent, including Fund Services, shall identify to Fund Services in writing those transactions and assets to be treated as exempt from the BlueSky reporting for each state. The responsibility of Fund Services for the Company’s BlueSky state registration status is solely limited to the initial compliance by the Company and the reporting of such transactions to the Company or its agent. O. P. Answer correspondence from shareholders, securities brokers and others relating to Fund Services’ Services duties hereunder within required time periods established by applicable regulation. P. Q. Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A B hereto. Q. R. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund. R. S. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (II) Fund Services shall provide the following additional transfer agent services to the Fund for Internet Access, Vision Electronic Statement Service, Chat and INFORMATM A. If the Fund so elects, Fund Services shall provide the following services that are further described and that may be subject to additional terms and conditions specified in their respective exhibits, as such may be amended from time to time: Internet Access (as of the date hereof, also known as Fan Web), Vision Electronic Statement Service, Chat and INFORMATM (Exhibit C) or the services described in Exhibit C. The Company hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Exhibits C or D are selected by the Fund, such services shall also be subject to the terms and conditions of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Exhibits C or D, the exhibit shall control. The provisions of Exhibits C or D, as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminated. B. Fund Services shall allow the Fund access to various fund data, systems, industry information and processes as the parties may agree to from time to time, through Mutual Fund eXchange (“MFx”), subject to the terms of this Agreement and the additional terms and conditions contained in the on-line MFx access agreement to be entered into upon accessing MFx for the first time. Fund Services shall enable the Fund to access MFx services by supplying the Fund with necessary software, training, information and connectivity support as mutually agreed upon, all of which shall constitute confidential knowledge and information of Fund Services and shall be used by the Fund only as necessary to access MFx services pursuant to this Agreement. The Fund shall provide for the security of all codes and system access mechanisms relating to MFx provided to it by Fund Services and implement such security procedures and/or devices to ensure the integrity of MFx. The Fund hereby understands that Fund Services will perform periodic maintenance to the MFx hardware and software being accessed, which may cause temporary service interruptions. Fund Services shall notify the Fund of all planned outages and, to the extent possible, will perform any necessary maintenance during non-business hours. The Company hereby acknowledges that all programs, software, manuals and other written information relating to MFx access provided by Fund Services pursuant to this Agreement shall remain the exclusive property of Fund Services at all times. The Company acknowledges that the Fund is responsible for determining the suitability and accuracy of the information obtained through its access to MFx. Fund Services MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH MFx. However, Fund Services will assist the Fund in verifying the accuracy of any of the information made available to the Fund through MFx and covered by this Agreement. C. In the event of termination of this Agreement, the Fund shall immediately end its access to MFx and return all codes, system access mechanisms, programs, manuals and other written information to Fund Services, and shall, to the extent reasonably technically practicable and permitted by applicable law, destroy or erase all such information on any diskettes or other storage medium, unless such access continues to be permitted pursuant to a separate agreement.

Services and Duties of Fund Services. (I) Fund Services shall provide the following transfer agent and dividend disbursing agent services to the Company on behalf of Trust with respect to each Fund: A. Receive and process all orders for the purchase, exchange, transfer and/or redemption transactions of shares in accordance with applicable regulations, and as specified in the Funds’ Fund’s prospectus and statement Statement of additional information (or similar disclosure documents) (the “Prospectus”) filed with the Securities and Exchange Commission (“SEC”) in the Fund’s registration statement on Form N-1A (the “Prospectus”). B. Process purchase and redemption requests received in good order andorders with prompt delivery, where relevantappropriate, deliver appropriate of payment and supporting documentation to the shareholder based on the shareholder’s or the Fund’s custodiancustodian instructions and record the appropriate number of shares being held in the appropriate shareholder account. C. Pay proceeds upon receipt from the Fund’s custodian, where relevant, in accordance with the instructions of redeeming shareholders. D. Process transfers of shares in accordance with the shareholder’s instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. E. Prepare and transmit payments or apply reinvestments for income dividends and capital gains distributions declared by the Fund Trust with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. F. Serve as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. G. Make changes to shareholder records, including, but not limited to, address and plan changes in plans (e.g., systematic withdrawal, automatic investment, investment and withdrawal and dividend reinvestment). H. Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Prospectus. I. Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of each Fund which are authorized, issued and outstanding. I. J. Prepare ad-hoc reports as necessary at prevailing rates. J. K. Mail shareholder reports and Prospectuses to current shareholdersshareholders for whom Fund Services has direct access and appropriate registration information. K. L. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. L. M. Provide shareholder account information upon a shareholder’s shareholder or a Fund’s request Fund requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the CompanyFund. M. N. Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal and state tax laws and regulations. N. O. Provide a BlueSky system that will enable the Company to monitor the total number of shares of a the Fund sold in each state. In additionstate to enable the Trust to monitor such sales for blue sky purposes; provided that the Trust, the Company or its agent, including not Fund Services, shall identify to Fund Services is responsible for ensuring that shares are not sold in writing those transactions and assets to be treated as exempt from violation of any requirement under the BlueSky reporting for each securities laws or regulations of any state. The responsibility of Fund Services for the Company’s BlueSky state registration status is solely limited to the initial compliance by the Company and the reporting of such transactions to the Company or its agent. O. P. Answer correspondence from shareholders, securities brokers and others relating to Fund Services’ duties hereunder within required time periods established by applicable regulation. P. Q. Reimburse the Fund each month for all material losses resulting from “as of” processing errors for which Fund Services is responsible in accordance with the “as of” processing guidelines set forth on Exhibit A B hereto. Q. R. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund. R. S. Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. (II) Fund Services shall provide the following additional transfer agent services to the Trust with respect to each Fund for Internet Access, Vision Electronic Statement Service, Chat and INFORMATM A. INFORMATM If the Fund so elects, Fund Services shall provide the following services that are further described and that may be subject to additional terms and conditions specified in their respective exhibits, as such may be amended from time to time: Internet Access (as of the date hereof, also known as Fan Web)Digital Investor, Vision Electronic Statement Service, Chat and INFORMATM (Exhibit C) or the services described in on Exhibit C. D. The Company Fund hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Exhibits C or D are selected by the Fund, such services shall also be subject to the terms and conditions of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Exhibits C or D, the exhibit shall control. The provisions of Exhibits C or D, as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminated. B. Fund Services shall allow the Fund access to various fund data, systems, industry information and processes as the parties may agree to from time to time, through Mutual Fund eXchange (“MFx”), subject to the terms of this Agreement and the additional terms and conditions contained in the on-line MFx access agreement to be entered into upon accessing MFx for the first time. Fund Services shall enable the Fund to access MFx services by supplying the Fund with necessary software, training, information and connectivity support as mutually agreed upon, all of which shall constitute confidential knowledge and information of Fund Services and shall be used by the Fund only as necessary to access MFx services pursuant to this Agreement. The Fund shall provide for the security of all codes and system access mechanisms relating to MFx provided to it by Fund Services and implement such security procedures and/or devices to ensure the integrity of MFx. The Fund hereby understands that Fund Services will perform periodic maintenance to the MFx hardware and software being accessed, which may cause temporary service interruptions. Fund Services shall notify the Fund of all planned outages and, to the extent possible, will perform any necessary maintenance during non-business hours. The Company hereby acknowledges that all programs, software, manuals and other written information relating to MFx access provided by Fund Services pursuant to this Agreement shall remain the exclusive property of Fund Services at all times. The Company acknowledges that the Fund is responsible for determining the suitability and accuracy of the information obtained through its access to MFx. Fund Services MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH MFx. However, Fund Services will assist the Fund in verifying the accuracy of any of the information made available to the Fund through MFx and covered by this Agreement. C. In the event of termination of this Agreement, the Fund shall immediately end its access to MFx and return all codes, system access mechanisms, programs, manuals and other written information to Fund Services, and shall, to the extent reasonably technically practicable and permitted by applicable law, destroy or erase all such information on any diskettes or other storage medium, unless such access continues to be permitted pursuant to a separate agreement.