Common use of Services as Fund Accountant Clause in Contracts

Services as Fund Accountant. BISYS shall perform for the Trust the fund accounting services set forth in Schedule B hereto (collectively, the “Services”). BISYS may provide such other services as may be reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the parties. BISYS agrees to perform the Services described herein in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional operating procedures that may be mutually agreed upon by the parties hereto. BISYS’ agreement to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. The service standards shall not be used in the construction of the parties’ rights and obligations generally under this Agreement, and any failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement. BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly provided or authorized (as directed by the Board or as provided herein), shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust. BISYS may, in its discretion and at its expense, utilize agents in connection with its Services, and in addition may appoint in writing other parties qualified to perform fund accounting services reasonably acceptable to the Trust (individually, a “Sub-Fund Accounting Agent”) to carry out some or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including any Sub-Fund Accounting Agent) shall be the agent of BISYS and not the agent of the Trust or a Fund, that BISYS shall be fully responsible for the acts of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and shall not be relieved of any of its responsibilities hereunder by the use or appointment of such agent, and that BISYS shall disclose in writing the name of such Sub-Fund Accounting Agent, and the nature of the relationship between the Sub-Fund Accounting Agent and BISYS to the Trust. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations. In addition, with respect to each third party vendor that renders goods or services for which an out-of-pocket expense is charged to the Trust hereunder (an “Invoiced Vendor”), BISYS will provide reasonable information, upon request, pertaining to its selection of and experience with the Invoiced Vendor and BISYS’ assessment of service quality and cost associated with the use of the Invoiced Vendor. In the event that the Trust reasonably requests that BISYS use or consider using a particular third party vendor other than the Invoiced Vendor generally used by BISYS for the function performed by such Invoiced Vendor, BISYS will in good faith assess service quality and cost factors associated with making the replacement, and report thereon to the Trust. BISYS shall inform the Trust if BISYS reasonably believes that (i) the services of an Invoiced Vendor are so closely integrated within BISYS’ internal operations or general service model or operations as to make it impractical for BISYS to utilize another provider, or (ii) the use of a particular third party vendor suggested by the Trust might create a significant issue of service quality, liability, or other risk to BISYS or the Trust. If no material issue is raised pertaining to the criteria set forth in the preceding sentence, then at the election of the Trust, BISYS will utilize the alternative vendor; provided, however, that all costs of implementation (including but not limited to all out-of-pocket expenses incurred by BISYS) incurred by BISYS with respect to the use of the alternative vendor shall be payable by the Trust. In addition, in the event that the use of the alternative vendor would cause an increase in BISYS’ management oversight, systems costs, time commitments of personnel or other increase in the internal resources devoted to matters related to the function performed by such vendor, the personnel-related and all other overhead expenses that are incrementally incurred by BISYS shall be payable by the Trust. The amounts payable by the Trust pursuant to this paragraph shall be mutually agreed upon by the parties in good faith and shall be subject to the prior review and approval of the Trust. The Trust’s Board of Trustees may appoint one or more third parties (each a “Service Provider”) to perform certain services provided for under this Agreement on behalf of the Trust, and the liquidated damages provision of Section 4 shall not apply to such arrangements provided that the compensation payable to BISYS hereunder continues to be paid in full without offset or credit for such services rendered by another Service Provider. In each case, the Trust shall notify BISYS in writing of the scope of services to be provided by a Service Provider; the commencement date (and, if applicable, termination date) for such services; and the location (i.e. whether at the offices of BISYS or such Service Provider) where the books and records related thereto shall be maintained. BISYS shall have no responsibility for any services rendered by any such Service Provider. In the event that regulatory developments applicable to the Trust necessitate or implicate additional services or an enhancement to the services hereunder (“Additional Services”), BISYS shall monitor regulatory developments, and shall review the anticipated needs of the Trust promptly and provide information concerning the feasibility of implementing the Additional Services, including operational and commercial aspects that are or should be apparent to BISYS concerning the same. BISYS shall use best efforts to identify the specific changes (if any) to BISYS’ service model that would be necessary to accomplish the Additional Services, and set out the estimated costs and estimated implementation timetable for such Additional Service. The parties shall then in good faith agree to mutually agreeable terms applicable to such Additional Service.

Services as Fund Accountant. BISYS shall perform for (a) Subject to the direction and control of the Trust’s Board of Trustees and utilizing information provided by the Trust and its current and prior agents and service providers, UMBFS will: (1) calculate daily net asset values of the fund accounting services set forth in Schedule B hereto Funds (collectively, the “Services”). BISYS may provide such other services as may be reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the parties. BISYS agrees to perform the Services described herein i) in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional Trust’s operating procedures that may be mutually agreed upon by the parties hereto. BISYS’ agreement documents as provided to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. The service standards shall not be used in the construction of the parties’ rights and obligations generally under this AgreementUMBFS, and any failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement. BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly (ii) based on security valuations provided or authorized (as directed by the Board or Trust and pricing service(s) as provided herein), shall have no authority to act for or represent and (iii) based on expense accrual amounts provided by the Trust in any way and shall not be deemed an or a representative or agent of the Trust; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Funds’ net asset values; and (3) communicate at an agreed-upon time the net asset values for the Funds to parties as agreed upon from time to time. BISYS mayAs used in this Agreement, the term “investment adviser” shall mean a Fund’s investment adviser(s), all sub-advisers or persons performing similar services. The duties of UMBFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against UMBFS hereunder. In the event UMBFS is asked to correct any action taken or inaction by any prior service provider then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree. (b) The Trust, under the supervision of its Board of Trustees, shall cause its officers, investment adviser(s), legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform its discretion duties hereunder. The Trust shall use its best efforts to cause any of its former officers, investment adviser(s) and at sub-advisers, legal counsel, independent accountants, custodian or other service providers to provide UMBFS with such information, documents and communications as necessary and/or appropriate in order to enable UMBFS to perform its expense, utilize agents in duties hereunder. In connection with its Servicesduties hereunder, UMBFS shall (without investigation or verification) reasonably be entitled and in addition may appoint in writing other parties qualified is hereby instructed to, rely upon any and all instructions, communications, information or documents provided to perform fund accounting services reasonably acceptable to the Trust (individuallyUMBFS by an authorized officer, a “Sub-Fund Accounting Agent”) to carry out some representative or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including any Sub-Fund Accounting Agent) shall be the agent of BISYS and not the agent of the Trust or a Fund, that BISYS by any of the aforementioned persons. UMBFS shall be fully responsible for entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the acts proper party. Fees charged by such persons shall be an expense of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and Trust. UMBFS shall not be relieved held to have notice of any change of authority of any officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. (c) To the extent required by Rule 31a-3 under the 1940 Act, UMBFS hereby agrees that all records which it maintains for the Trust pursuant to its responsibilities duties hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. Subject to the terms of Section 6, and where applicable, UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by UMBFS for the Trust. (d) It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for purposes of calculating net asset values of the Trust. UMBFS shall price the securities and other holdings of the Trust for which market quotations or prices are available by the use or appointment of such agent, and that BISYS shall disclose in writing the name of such Sub-Fund Accounting Agent, and the nature of the relationship between the Sub-Fund Accounting Agent and BISYS to the Trustservices. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations. In addition, with respect to each third party vendor that renders goods or services for which an out-of-pocket expense is charged to the Trust hereunder (an “Invoiced Vendor”), BISYS will provide reasonable information, upon request, pertaining to its selection of and experience with the Invoiced Vendor and BISYS’ assessment of service quality and cost associated with the use of the Invoiced Vendor. In the event that the Trust reasonably requests that BISYS use or consider using a particular third party vendor other than the Invoiced Vendor generally used by BISYS for the function performed by such Invoiced Vendor, BISYS will in good faith assess service quality and cost factors associated with making the replacement, and report thereon to the Trust. BISYS shall inform the Trust if BISYS reasonably believes that For those securities where (i) prices are not provided by the services of an Invoiced Vendor are so closely integrated within BISYS’ internal operations or general service model or operations as to make it impractical for BISYS to utilize another providerpricing service(s) utilized by UMBFS, or (ii) the use of a particular third party vendor suggested price provided by the Trust might create pricing service is believed by the adviser to be unreliable, or (iii) a significant issue event has occurred that will affect the value of service qualitythe securities (as determined by the adviser), liability, or other risk to BISYS or the Trust, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall approve, in good faith, the method for determining the fair value of the securities. If no material issue The Trust, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to UMBFS the resulting prices for use in its calculation of net asset values. UMBFS is raised pertaining authorized to rely on the prices provided by such service(s) or by the authorized representative of the Trust without investigation or verification. (e) It is understood that the Funds’ investment adviser(s) have and retain primary responsibility for all compliance matters relating to the criteria Funds under the 1940 Act, the Internal Revenue Code of 1986, as amended, and the policies and limitations of each Fund relating to the portfolio investments as set forth in the preceding sentence, then at the election Prospectus and Statement of the Trust, BISYS will utilize the alternative vendor; provided, however, that all costs of implementation (including but not limited to all out-of-pocket expenses incurred by BISYS) incurred by BISYS with respect to the use of the alternative vendor shall be payable by the TrustAdditional Information. In addition, in the event that the use of the alternative vendor would cause an increase in BISYSUMBFS’ management oversight, systems costs, time commitments of personnel or monitoring and other increase in the internal resources devoted to matters related to the function performed by such vendor, the personnel-related and all other overhead expenses that are incrementally incurred by BISYS shall be payable by the Trust. The amounts payable by the Trust pursuant to this paragraph shall be mutually agreed upon by the parties in good faith and shall be subject to the prior review and approval of the Trust. The Trust’s Board of Trustees may appoint one or more third parties (each a “Service Provider”) to perform certain services provided for under this Agreement on behalf of the Trust, and the liquidated damages provision of Section 4 functions hereunder shall not apply to such arrangements provided that relieve the compensation payable to BISYS hereunder continues to be paid in full without offset or credit for such services rendered by another Service Provider. In each case, the Trust shall notify BISYS in writing investment adviser(s) of the scope of services to be provided by a Service Provider; the commencement date (and, if applicable, termination date) for such services; and the location (i.e. whether at the offices of BISYS or such Service Provider) where the books and records related thereto shall be maintained. BISYS shall have no their primary day-to-day responsibility for any services rendered by any assuring such Service Provider. In the event that regulatory developments applicable to the Trust necessitate or implicate additional services or an enhancement to the services hereunder (“Additional Services”), BISYS shall monitor regulatory developments, and shall review the anticipated needs of the Trust promptly and provide information concerning the feasibility of implementing the Additional Services, including operational and commercial aspects that are or should be apparent to BISYS concerning the same. BISYS shall use best efforts to identify the specific changes (if any) to BISYS’ service model that would be necessary to accomplish the Additional Services, and set out the estimated costs and estimated implementation timetable for such Additional Service. The parties shall then in good faith agree to mutually agreeable terms applicable to such Additional Servicecompliance.

Services as Fund Accountant. BISYS shall perform for (a) Subject to the direction and control of the Trust’s Board of Trustees and utilizing information provided by the Trust and its current and prior agents and service providers, UMBFS will: (1) calculate daily net asset values of the fund accounting services set forth in Schedule B hereto Funds (collectively, the “Services”). BISYS may provide such other services as may be reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the parties. BISYS agrees to perform the Services described herein i) in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional Trust’s operating procedures that may be mutually agreed upon by the parties hereto. BISYS’ agreement documents as provided to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. The service standards shall not be used in the construction of the parties’ rights and obligations generally under this AgreementUMBFS, and any failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement. BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly (ii) based on security valuations provided or authorized (as directed by the Board or Trust and pricing service(s) as provided herein), shall have no authority to act for or represent and (iii) based on expense accrual amounts provided by the Trust in any way and shall not be deemed an or a representative or agent of the Trust; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Funds’ net asset values; and (3) communicate at an agreed-upon time the net asset values for the Funds to parties as agreed upon from time to time. BISYS mayAs used in this Agreement, the term “investment adviser” shall mean a Fund’s investment adviser(s), all sub-advisers or persons performing similar services. The duties of UMBFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against UMBFS hereunder. In the event UMBFS is asked to correct any action taken or inaction by any prior service provider then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree. (b) The Trust, under the supervision of its Board of Trustees, shall cause its officers, investment adviser(s), legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform its discretion duties hereunder. The Trust shall use its best efforts to cause any of its former officers, investment adviser(s) and at sub-advisers, legal counsel, independent accountants, custodian or other service providers to provide UMBFS with such information, documents and communications as necessary and/or appropriate in order to enable UMBFS to perform its expense, utilize agents in duties hereunder. In connection with its Servicesduties hereunder, UMBFS shall (without investigation or verification) reasonably be entitled and in addition may appoint in writing other parties qualified is hereby instructed to, rely upon any and all instructions, communications, information or documents provided to perform fund accounting services reasonably acceptable to the Trust (individuallyUMBFS by an authorized officer, a “Sub-Fund Accounting Agent”) to carry out some representative or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including any Sub-Fund Accounting Agent) shall be the agent of BISYS and not the agent of the Trust or a Fund, that BISYS by any of the aforementioned persons. UMBFS shall be fully responsible for entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the acts proper party. Fees charged by such persons shall be an expense of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and Trust. UMBFS shall not be relieved held to have notice of any change of authority of any officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. (c) To the extent required by Rule 31a-3 under the 1940 Act, UMBFS hereby agrees that all records which it maintains for the Trust pursuant to its responsibilities duties hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. Subject to the terms of Section 6, and where applicable, UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by UMBFS for the Trust. (d) It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for purposes of calculating net asset values of the Trust. UMBFS shall price the securities and other holdings of the Trust for which market quotations or prices are available by the use or appointment of such agent, and that BISYS shall disclose in writing the name of such Sub-Fund Accounting Agent, and the nature of the relationship between the Sub-Fund Accounting Agent and BISYS to the Trustservices. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations. In addition, with respect to each third party vendor that renders goods or services for which an out-of-pocket expense is charged to the Trust hereunder (an “Invoiced Vendor”), BISYS will provide reasonable information, upon request, pertaining to its selection of and experience with the Invoiced Vendor and BISYS’ assessment of service quality and cost associated with the use of the Invoiced Vendor. In the event that the Trust reasonably requests that BISYS use or consider using a particular third party vendor other than the Invoiced Vendor generally used by BISYS for the function performed by such Invoiced Vendor, BISYS will in good faith assess service quality and cost factors associated with making the replacement, and report thereon to the Trust. BISYS shall inform the Trust if BISYS reasonably believes that For those securities where (i) prices are not provided by the services of an Invoiced Vendor are so closely integrated within BISYS’ internal operations or general service model or operations as to make it impractical for BISYS to utilize another providerpricing service(s) utilized by UMBFS, or (ii) the use of a particular third party vendor suggested price provided by the Trust might create pricing service is believed by the adviser to be unreliable, or (iii) a significant issue event has occurred that will affect the value of service qualitythe securities (as determined by the adviser), liability, or other risk to BISYS or the Trust, under the supervision of its Board of Trustees and acting through its Valuation Designee, shall approve, in good faith, the method for determining the fair value of the securities. If no material issue The Trust, under the supervision of its Board of Trustees and acting through its Valuation Designee, shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to UMBFS the resulting prices for use in its calculation of net asset values. UMBFS is raised pertaining authorized to rely on the prices provided by such service(s) or by the authorized representative of the Trust without investigation or verification. It is understood that the Funds’ investment adviser(s) have and retain primary responsibility for all compliance matters relating to the criteria Funds under the 1940 Act, the Internal Revenue Code of 1986, as amended, and the policies and limitations of each Fund, relating to the portfolio investments as set forth in the preceding sentenceProspectus and Statement of Additional Information. UMBFS’ monitoring and other functions hereunder shall not relieve the investment adviser(s) of their primary day-to-day responsibility for assuring such compliance. Each Fund assumes all responsibility for edit checking, then at the election external verification of the Trust, BISYS will utilize the alternative vendor; provided, however, that all costs of implementation (including but not limited to all out-of-pocket expenses incurred by BISYS) incurred by BISYS with respect to the use of the alternative vendor shall be payable by the Trust. In addition, in the event that the use of the alternative vendor would cause an increase in BISYS’ management oversight, systems costs, time commitments of personnel or other increase in the internal resources devoted to matters related to the function performed by such vendor, the personnel-related and all other overhead expenses that are incrementally incurred by BISYS shall be payable by the Trust. The amounts payable by the Trust pursuant to this paragraph shall be mutually agreed upon by the parties in good faith and shall be subject to the prior review and approval of the Trust. The Trust’s Board of Trustees may appoint one or more third parties (each a “Service Provider”) to perform certain services provided for under this Agreement on behalf of the Trustvaluations, and ultimately the liquidated damages provision appropriateness of Section 4 shall not apply to such arrangements provided that the compensation payable to BISYS hereunder continues to be paid using data containing valuations, regardless of any efforts made by UMBFS and its suppliers in full without offset or credit for such services rendered by another Service Provider. In each case, the Trust shall notify BISYS in writing of the scope of services to be provided by a Service Provider; the commencement date (and, if applicable, termination date) for such services; and the location (i.e. whether at the offices of BISYS or such Service Provider) where the books and records related thereto shall be maintained. BISYS shall have no responsibility for any services rendered by any such Service Provider. In the event that regulatory developments applicable to the Trust necessitate or implicate additional services or an enhancement to the services hereunder (“Additional Services”), BISYS shall monitor regulatory developments, and shall review the anticipated needs of the Trust promptly and provide information concerning the feasibility of implementing the Additional Services, including operational and commercial aspects that are or should be apparent to BISYS concerning the same. BISYS shall use best efforts to identify the specific changes (if any) to BISYS’ service model that would be necessary to accomplish the Additional Services, and set out the estimated costs and estimated implementation timetable for such Additional Service. The parties shall then in good faith agree to mutually agreeable terms applicable to such Additional Servicethis regard.

Services as Fund Accountant. BISYS shall perform for (a) Subject to the direction and control of the Trust’s Board of Trustees and utilizing information provided by the Trust and its current and prior agents and service providers, UMBFS will: (1) calculate daily net asset values of the fund accounting services set forth in Schedule B hereto Funds (collectively, the “Services”). BISYS may provide such other services as may be reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the parties. BISYS agrees to perform the Services described herein i) in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional Trust’s operating procedures that may be mutually agreed upon by the parties hereto. BISYS’ agreement documents as provided to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. The service standards shall not be used in the construction of the parties’ rights and obligations generally under this AgreementUMBFS, and any failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement. BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly (ii) based on security valuations provided or authorized (as directed by the Board or Trust and pricing service(s) as provided herein), shall have no authority to act for or represent and (iii) based on expense accrual amounts provided by the Trust in any way and shall not be deemed an or a representative or agent of the Trust; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Funds’ net asset values; and (3) communicate at an agreed-upon time the net asset values for the Funds to parties as agreed upon from time to time. BISYS mayAs used in this Agreement, the term “investment adviser” shall mean a Fund’s investment adviser(s), all sub-advisers or persons performing similar services. The duties of UMBFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against UMBFS hereunder. In the event UMBFS is asked to correct any action taken or inaction by any prior service provider then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree. (b) The Trust, under the supervision of its Board of Trustees, shall cause its officers, investment adviser(s), legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform its discretion duties hereunder. The Trust shall use its best efforts to cause any of its former officers, investment adviser(s) and at sub-advisers, legal counsel, independent accountants, custodian or other service providers to provide UMBFS with such information, documents and communications as necessary and/or appropriate in order to enable UMBFS to perform its expense, utilize agents in duties hereunder. In connection with its Servicesduties hereunder, UMBFS shall (without investigation or verification) reasonably be entitled and in addition may appoint in writing other parties qualified is hereby instructed to, rely upon any and all instructions, communications, information or documents provided to perform fund accounting services reasonably acceptable to the Trust (individuallyUMBFS by an authorized officer, a “Sub-Fund Accounting Agent”) to carry out some representative or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including any Sub-Fund Accounting Agent) shall be the agent of BISYS and not the agent of the Trust or a Fund, that BISYS by any of the aforementioned persons. UMBFS shall be fully responsible for entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the acts proper party. Fees charged by such persons shall be an expense of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and Trust. UMBFS shall not be relieved held to have notice of any change of authority of any officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. (c) To the extent required by Rule 31a-3 under the 1940 Act, UMBFS hereby agrees that all records which it maintains for the Trust pursuant to its responsibilities duties hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. Subject to the terms of Section 6, and where applicable, UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by UMBFS for the Trust. (d) It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for purposes of calculating net asset values of the Trust. UMBFS shall price the securities and other holdings of the Trust for which market quotations or prices are available by the use or appointment of such agent, and that BISYS shall disclose in writing the name of such Sub-Fund Accounting Agent, and the nature of the relationship between the Sub-Fund Accounting Agent and BISYS to the Trustservices. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations. In addition, with respect to each third party vendor that renders goods or services for which an out-of-pocket expense is charged to the Trust hereunder (an “Invoiced Vendor”), BISYS will provide reasonable information, upon request, pertaining to its selection of and experience with the Invoiced Vendor and BISYS’ assessment of service quality and cost associated with the use of the Invoiced Vendor. In the event that the Trust reasonably requests that BISYS use or consider using a particular third party vendor other than the Invoiced Vendor generally used by BISYS for the function performed by such Invoiced Vendor, BISYS will in good faith assess service quality and cost factors associated with making the replacement, and report thereon to the Trust. BISYS shall inform the Trust if BISYS reasonably believes that For those securities where (i) prices are not provided by the services of an Invoiced Vendor are so closely integrated within BISYS’ internal operations or general service model or operations as to make it impractical for BISYS to utilize another providerpricing service(s) utilized by UMBFS, or (ii) the use of a particular third party vendor suggested price provided by the Trust might create pricing service is believed by the adviser to be unreliable, or (iii) a significant issue event has occurred that will affect the value of service qualitythe securities (as determined by the adviser), liability, or other risk to BISYS or the Trust, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall approve, in good faith, the method for determining the fair value of the securities. If no material issue The Trust, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to UMBFS the resulting prices for use in its calculation of net asset values. UMBFS is raised pertaining authorized to rely on the prices provided by such service(s) or by the authorized representative of the Trust without investigation or verification. (e) It is understood that the Funds’ investment adviser(s) have and retain primary responsibility for all compliance matters relating to the criteria Funds under the 1940 Act, the Internal Revenue Code of 1986, as amended, and the policies and limitations of each Fund, relating to the portfolio investments as set forth in the preceding sentence, then at the election Prospectus and Statement of the Trust, BISYS will utilize the alternative vendor; provided, however, that all costs of implementation (including but not limited to all out-of-pocket expenses incurred by BISYS) incurred by BISYS with respect to the use of the alternative vendor shall be payable by the TrustAdditional Information. In addition, in the event that the use of the alternative vendor would cause an increase in BISYSUMBFS’ management oversight, systems costs, time commitments of personnel or monitoring and other increase in the internal resources devoted to matters related to the function performed by such vendor, the personnel-related and all other overhead expenses that are incrementally incurred by BISYS shall be payable by the Trust. The amounts payable by the Trust pursuant to this paragraph shall be mutually agreed upon by the parties in good faith and shall be subject to the prior review and approval of the Trust. The Trust’s Board of Trustees may appoint one or more third parties (each a “Service Provider”) to perform certain services provided for under this Agreement on behalf of the Trust, and the liquidated damages provision of Section 4 functions hereunder shall not apply to such arrangements provided that relieve the compensation payable to BISYS hereunder continues to be paid in full without offset or credit for such services rendered by another Service Provider. In each case, the Trust shall notify BISYS in writing investment adviser(s) of the scope of services to be provided by a Service Provider; the commencement date (and, if applicable, termination date) for such services; and the location (i.e. whether at the offices of BISYS or such Service Provider) where the books and records related thereto shall be maintained. BISYS shall have no their primary day-to-day responsibility for any services rendered by any assuring such Service Provider. In the event that regulatory developments applicable to the Trust necessitate or implicate additional services or an enhancement to the services hereunder (“Additional Services”), BISYS shall monitor regulatory developments, and shall review the anticipated needs of the Trust promptly and provide information concerning the feasibility of implementing the Additional Services, including operational and commercial aspects that are or should be apparent to BISYS concerning the same. BISYS shall use best efforts to identify the specific changes (if any) to BISYS’ service model that would be necessary to accomplish the Additional Services, and set out the estimated costs and estimated implementation timetable for such Additional Service. The parties shall then in good faith agree to mutually agreeable terms applicable to such Additional Servicecompliance.

Services as Fund Accountant. BISYS shall perform for (a) Subject to the direction and control of the Trust’s Board of Trustees and utilizing information provided by the Trust and its current and prior agents and service providers, UMBFS will: (1) calculate daily net asset values of the fund accounting services set forth in Schedule B hereto Fund (collectively, the “Services”). BISYS may provide such other services as may be reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the parties. BISYS agrees to perform the Services described herein i) in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional Trust’s operating procedures that may be mutually agreed upon by the parties hereto. BISYS’ agreement documents as provided to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. The service standards shall not be used in the construction of the parties’ rights and obligations generally under this AgreementUMBFS, and any failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement. BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly (ii) based on security valuations provided or authorized (as directed by the Board or Trust and pricing service(s) as provided herein), shall have no authority to act for or represent and (iii) based on expense accrual amounts provided by the Trust in any way and shall not be deemed an or a representative or agent of the Trust; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Fund’s net asset values; and (3) communicate at an agreed-upon time the net asset values for the Fund to parties as agreed upon from time to time. BISYS mayAs used in this Agreement, the term “investment adviser” shall mean the Fund’s investment adviser(s), all sub-advisers or persons performing similar services. The duties of UMBFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against UMBFS hereunder. In the event UMBFS is asked to correct any action taken or inaction by any prior service provider then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree. (b) The Trust, under the supervision of its Board of Trustees, shall cause its officers, investment adviser(s), legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Trust as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform its discretion duties hereunder. The Trust shall use its best efforts to cause any of its former officers, investment adviser(s) and at sub-advisers, legal counsel, independent accountants, custodian or other service providers to provide UMBFS with such information, documents and communications as necessary and/or appropriate in order to enable UMBFS to perform its expense, utilize agents in duties hereunder. In connection with its Servicesduties hereunder, UMBFS shall (without investigation or verification) reasonably be entitled and in addition may appoint in writing other parties qualified is hereby instructed to, rely upon any and all instructions, communications, information or documents provided to perform fund accounting services reasonably acceptable to the Trust (individuallyUMBFS by an authorized officer, a “Sub-Fund Accounting Agent”) to carry out some representative or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including any Sub-Fund Accounting Agent) shall be the agent of BISYS and not the agent of the Trust or a Fund, that BISYS by any of the aforementioned persons. UMBFS shall be fully responsible for entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the acts proper party. Fees charged by such persons shall be an expense of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and Trust. UMBFS shall not be relieved held to have notice of any change of authority of any officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. (c) To the extent required by Rule 31a-3 under the 1940 Act, UMBFS hereby agrees that all records which it maintains for the Trust pursuant to its responsibilities duties hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. Subject to the terms of Section 6, and where applicable, UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by UMBFS for the Trust. (d) It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for purposes of calculating net asset values of the Trust. UMBFS shall price the securities and other holdings of the Trust for which market quotations or prices are available by the use or appointment of such agent, and that BISYS shall disclose in writing the name of such Sub-Fund Accounting Agent, and the nature of the relationship between the Sub-Fund Accounting Agent and BISYS to the Trustservices. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations. In addition, with respect to each third party vendor that renders goods or services for which an out-of-pocket expense is charged to the Trust hereunder (an “Invoiced Vendor”), BISYS will provide reasonable information, upon request, pertaining to its selection of and experience with the Invoiced Vendor and BISYS’ assessment of service quality and cost associated with the use of the Invoiced Vendor. In the event that the Trust reasonably requests that BISYS use or consider using a particular third party vendor other than the Invoiced Vendor generally used by BISYS for the function performed by such Invoiced Vendor, BISYS will in good faith assess service quality and cost factors associated with making the replacement, and report thereon to the Trust. BISYS shall inform the Trust if BISYS reasonably believes that For those securities where (i) prices are not provided by the services of an Invoiced Vendor are so closely integrated within BISYS’ internal operations or general service model or operations as to make it impractical for BISYS to utilize another providerpricing service(s) utilized by UMBFS, or (ii) the use of a particular third party vendor suggested price provided by the Trust might create pricing service is believed by the adviser to be unreliable, or (iii) a significant issue event has occurred that will affect the value of service qualitythe securities (as determined by the adviser), liability, or other risk to BISYS or the Trust, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall approve, in good faith, the method for determining the fair value of the securities. If no material issue The Trust, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to UMBFS the resulting prices for use in its calculation of net asset values. UMBFS is raised pertaining authorized to rely on the prices provided by such service(s) or by the authorized representative of the Trust without investigation or verification. (e) It is understood that the Fund’s investment adviser(s) have and retain primary responsibility for all compliance matters relating to the criteria Fund under the 1940 Act, the Internal Revenue Code of 1986, as amended, and the policies and limitations of each Fund relating to the portfolio investments as set forth in the preceding sentence, then at the election Prospectus and Statement of the Trust, BISYS will utilize the alternative vendor; provided, however, that all costs of implementation (including but not limited to all out-of-pocket expenses incurred by BISYS) incurred by BISYS with respect to the use of the alternative vendor shall be payable by the TrustAdditional Information. In addition, in the event that the use of the alternative vendor would cause an increase in BISYSUMBFS’ management oversight, systems costs, time commitments of personnel or monitoring and other increase in the internal resources devoted to matters related to the function performed by such vendor, the personnel-related and all other overhead expenses that are incrementally incurred by BISYS shall be payable by the Trust. The amounts payable by the Trust pursuant to this paragraph shall be mutually agreed upon by the parties in good faith and shall be subject to the prior review and approval of the Trust. The Trust’s Board of Trustees may appoint one or more third parties (each a “Service Provider”) to perform certain services provided for under this Agreement on behalf of the Trust, and the liquidated damages provision of Section 4 functions hereunder shall not apply to such arrangements provided that relieve the compensation payable to BISYS hereunder continues to be paid in full without offset or credit for such services rendered by another Service Provider. In each case, the Trust shall notify BISYS in writing investment adviser(s) of the scope of services to be provided by a Service Provider; the commencement date (and, if applicable, termination date) for such services; and the location (i.e. whether at the offices of BISYS or such Service Provider) where the books and records related thereto shall be maintained. BISYS shall have no their primary day-to-day responsibility for any services rendered by any assuring such Service Provider. In the event that regulatory developments applicable to the Trust necessitate or implicate additional services or an enhancement to the services hereunder (“Additional Services”), BISYS shall monitor regulatory developments, and shall review the anticipated needs of the Trust promptly and provide information concerning the feasibility of implementing the Additional Services, including operational and commercial aspects that are or should be apparent to BISYS concerning the same. BISYS shall use best efforts to identify the specific changes (if any) to BISYS’ service model that would be necessary to accomplish the Additional Services, and set out the estimated costs and estimated implementation timetable for such Additional Service. The parties shall then in good faith agree to mutually agreeable terms applicable to such Additional Servicecompliance.

Services as Fund Accountant. BISYS shall perform for the Trust the fund accounting services set forth in Schedule B hereto (collectively, the “Services”). BISYS may provide such other services as may be reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the parties. BISYS agrees to perform the Services described herein in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional operating procedures that may be mutually agreed upon by the parties hereto. BISYS’ ' agreement to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. The service standards shall not be used in the construction of the parties’ rights and obligations generally under this Agreement, and any failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement. BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly provided or authorized (as directed by the Board or as provided herein), shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust. BISYS may, in its discretion and at its expense, utilize agents in connection with its Services, and in addition may appoint in writing other parties qualified to perform fund accounting services reasonably acceptable to the Trust (individually, a “Sub-Fund Accounting Agent”) to carry out some or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including any Sub-Fund Accounting Agent) shall be the agent of BISYS and not the agent of the Trust or a Fund, that BISYS shall be fully responsible for the acts of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and shall not be relieved of any of its responsibilities hereunder by the use or appointment of such agent, and that BISYS shall disclose in writing the name of such Sub-Fund Accounting Agent, and the nature of the relationship between the Sub-Fund Accounting Agent and BISYS to the Trust. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations. In addition, with respect to each third party vendor that renders goods or services for which an out-of-pocket expense is charged to the Trust hereunder (an “Invoiced Vendor”), BISYS will provide reasonable information, upon request, pertaining to its selection of and experience with the Invoiced Vendor and BISYS’ ' assessment of service quality and cost associated with the use of the Invoiced Vendor. In the event that the Trust reasonably requests that BISYS use or consider using a particular third party vendor other than the Invoiced Vendor generally used by BISYS for the function performed by such Invoiced Vendor, BISYS will in good faith assess service quality and cost factors associated with making the replacement, and report thereon to the Trust. BISYS shall inform the Trust if BISYS reasonably believes that (i) the services of an Invoiced Vendor are so closely integrated within BISYS’ internal operations or general service model or operations as to make it impractical for BISYS to utilize another provider, or (ii) the use of a particular third party vendor suggested by the Trust might create a significant issue of service quality, liability, or other risk to BISYS or the Trust. If no material issue is raised pertaining to the criteria set forth in the preceding sentence, then at the election of the Trust, BISYS will utilize the alternative vendor; provided, however, that all costs of implementation (including but not limited to all out-of-pocket expenses incurred by BISYS) incurred by BISYS with respect to the use of the alternative vendor shall be payable by the Trust. In addition, in the event that the use of the alternative vendor would cause an increase in BISYS’ management oversight, systems costs, time commitments of personnel or other increase in the internal resources devoted to matters related to the function performed by such vendor, the personnel-related and all other overhead expenses that are incrementally incurred by BISYS shall be payable by the Trust. The amounts payable by the Trust pursuant to this paragraph shall be mutually agreed upon by the parties in good faith and shall be subject to the prior review and approval of the Trust. The Trust’s Board of Trustees may appoint one or more third parties (each a “Service Provider”) to perform certain services provided for under this Agreement on behalf of the Trust, and the liquidated damages provision of Section 4 shall not apply to such arrangements provided that the compensation payable to BISYS hereunder continues to be paid in full without offset or credit for such services rendered by another Service Provider. In each case, the Trust shall notify BISYS in writing of the scope of services to be provided by a Service Provider; the commencement date (and, if applicable, termination date) for such services; and the location (i.e. whether at the offices of BISYS or such Service Provider) where the books and records related thereto shall be maintained. BISYS shall have no responsibility for any services rendered by any such Service Provider. In the event that regulatory developments applicable to the Trust necessitate or implicate additional services or an enhancement to the services hereunder (“Additional Services”), BISYS shall monitor regulatory developments, and shall review the anticipated needs of the Trust promptly and provide information concerning the feasibility of implementing the Additional Services, including operational and commercial aspects that are or should be apparent to BISYS concerning the same. BISYS shall use best efforts to identify the specific changes (if any) to BISYS’ service model that would be necessary to accomplish the Additional Services, and set out the estimated costs and estimated implementation timetable for such Additional Service. The parties shall then in good faith agree to mutually agreeable terms applicable to such Additional Service.