Common use of Trustee/Custodian Services Clause in Contracts

Trustee/Custodian Services. (i) BFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, SIMPLE XXX, and 403(b)(7) accounts which hold shares of the Funds (collectively, “XXX Accounts”). BISYS has the knowledge and capabilities to perform the services undertaken by BISYS under Schedule B-1 to this Agreement. (ii) BISYS agrees that BFI shall act as a non-bank trustee/custodian for the XXX Accounts, and BISYS shall perform the services undertaken by BISYS under Schedule B attached hereto, but only so long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodian, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BISYS nor BFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to them, and shall render services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (vi) In relation to the XXX Accounts, BISYS will perform the functions described in Schedule B-1 hereto, subject to the terms of this Agreement.

Trustee/Custodian Services. (i) BFI CFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFICFI, together with BISYSCiti, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, and SIMPLE XXX, and 403(b)(7) XXX accounts which hold shares of offered by the Funds Company (collectively, “"XXX Accounts”"). BISYS Citi has the knowledge and capabilities to perform the services undertaken by BISYS Citi under Schedule B-1 to this AgreementD-1. (ii) BISYS Citi agrees that BFI CFI shall act as a non-bank trustee/custodian for the XXX Accounts, Accounts and BISYS Citi shall perform the services undertaken by BISYS Citi under Schedule B attached heretoD-1, but only so as long as (x) BISYS Citi continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, (y) BFI CFI retains all legal qualifications to act as non-bank trustee/custodian, custodian and (z) BFI CFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodianthis capacity, BFI CFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BISYS CFI nor BFI Citi will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI CFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS Citi continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS Citi shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 belowSchedule E), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI CFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 80% of the Custodial Fees per social security year per tax identification number related to any number of for XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS Citi continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 D hereto. (iv) In the event that BFI CFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS Citi ceases to act as transfer agent, BISYS Citi shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI CFI and BISYS Citi provide trustee/custodian and transfer agent services, respectively. (v) BISYS Citi and BFI CFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their its express written consent. BISYS Citi and BFI CFI may rely upon the most recent versions of the plan agreement and such other documentation provided to themit, and shall render its services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (vi) In relation to the XXX Accounts, BISYS Citi will perform the functions described in Schedule B-1 heretoD-1 to this Agreement. Citi shall provide the Company with all necessary office space, subject equipment, personnel and facilities (including facilities for shareholders' and Board meetings) for handling the affairs of the Company and Funds and such other services as Citi shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board, Citi shall make reports to the terms Board concerning the performance of its obligations hereunder. Citi shall perform such other services for the Company or the Funds that are mutually agreed upon by the parties from time to time, for which the Company will pay Citi the amounts agreed upon between them, from time to time. Except as explicitly set forth herein, Citi shall only perform additional services as are set forth in an amendment to this Agreement, in consideration of such fees as the parties agree. Citi may use one or more third parties to perform some or all of its obligations under this Agreement. Citi shall be fully responsible for the acts of such third parties and shall not be relieved of any of its responsibilities under this Agreement by virtue of the use of such third parties.

Trustee/Custodian Services. (i) BFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, and SIMPLE XXX, and 403(b)(7) XXX accounts which hold shares of offered by the Funds Trust (collectively, “XXX Accounts”). BISYS has the knowledge and capabilities to perform the services undertaken by BISYS under Schedule B-1 to this AgreementB-1. (ii) BISYS agrees that BFI shall act as a non-bank trustee/custodian for the XXX Accounts, Accounts and BISYS shall perform the services undertaken by BISYS under Schedule B attached heretoB-1, but only so as long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, such and (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodianthis capacity, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BFI nor BISYS nor BFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their its express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to themit, and shall render its services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. BISYS will provide prototype XXX documents for use by the Trust’s shareholders. (viiv) In relation to the XXX Accounts, BISYS will perform the functions described in Schedule B-1 hereto, subject to the terms of this Agreement.

Trustee/Custodian Services. (i) BFI CFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFICFI, together with BISYSCiti, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of any Traditional XXX, Xxxx XXX, Xxxxxxxxx Education Savings, SIMPLE XXX, and 403(b)(7) accounts which hold shares of offered by the Funds for which Citi acts as transfer agent (collectively, “XXX Accounts”). BISYS Citi has the knowledge and capabilities to perform the services undertaken by BISYS Citi under Schedule B-1 A to this AgreementAmendment. (ii) BISYS Citi agrees that BFI effective as of the Effective Date, CFI shall act as a non-bank trustee/custodian for the XXX Accounts, and BISYS Citi shall perform the services undertaken by BISYS Citi under Schedule B A attached hereto, but only so long as (x) BISYS Citi continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, (y) BFI CFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI CFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodian, BFI CFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BISYS Citi nor BFI CFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined Citi and set forth in Section 2 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI CFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their express written consent. BISYS Citi and BFI CFI may rely upon the most recent versions of the plan agreement and such other documentation provided to them, and shall render services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (vi) In relation to the XXX Accounts, BISYS Citi will perform the functions described in Schedule B-1 A hereto, subject to the terms of the Agreement and this AgreementAmendment.

Trustee/Custodian Services. (i) BFI BISYS Fund Services, Inc. (“BFI”), an affiliate of BISYS, has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, and SIMPLE XXX, and 403(b)(7) XXX accounts which hold shares of offered by the Funds Company (collectively, “XXX Accounts”). BISYS has the knowledge and capabilities to perform the services undertaken by BISYS under Schedule B-1 to this AgreementD-1. (ii) BISYS agrees that BFI shall act as a non-bank trustee/custodian for the XXX Accounts, Accounts and BISYS shall perform the services undertaken by BISYS under Schedule B attached heretoD-1, but only so as long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, such and (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodianthis capacity, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BFI nor BISYS nor BFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their its express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to themit, and shall render its services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (viiv) In relation to the XXX Accounts, BISYS will perform the functions described in Schedule B-1 D-1 hereto. BISYS shall provide the Company with all necessary office space, equipment, personnel, compensation and facilities (including facilities for shareholders’ and Board meetings) for handling the affairs of the Company and Funds and such other services as BISYS shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board, BISYS shall make reports to the Board concerning the performance of its obligations hereunder. BISYS shall perform such other services for the Company or the Funds that are mutually agreed upon by the parties from time to time, for which the Company will pay BISYS the amounts agreed upon between them, from time to time. Except as explicitly set forth herein, BISYS shall only perform additional services as are provided on an amendment to this Agreement or to the Schedules hereto, subject in consideration of such fees as the parties hereto agree or at the time such amendment is proposed. BISYS may utilize agents in the performance of its services and, with prior notice to the terms Company, may appoint in writing other parties qualified to perform transfer agency, administration or fund accounting services (individually, a “Sub-Agent”) to carry out some or all of its responsibilities under this Agreement; provided, however, that (i) the Board’s approval shall be required to establish an arrangement in which a Sub-Agent acts as sub-administrator, sub-fund accountant, or sub-transfer agent; and (ii) any agent (including any Sub-Agent) retained by BISYS shall be the agent of BISYS and not the agent of the Company, and that BISYS shall be fully responsible for the acts of such agent (or Sub-Agent) and shall not be relieved of any of its responsibilities hereunder by the appointment of an agent (or Sub-Agent). In the event that a Sub-Agent is retained by the Company (and/or by BISYS at the request or instruction of the Company), the foregoing shall not apply to the extent it is inconsistent with any written agreement(s) entered into by the parties with respect thereto.

Trustee/Custodian Services. (i) BFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXXIRA, Xxxx XXXRoth IRA, Coverdell Education Savings, SIMPLE XXXIRA, and 403(b)(7403(x)(7) accounts which hold shares of xxxxxxxs xxxxxxx xy the Funds for which BISYS xxts as transfer agent (collectively, “XXX "IRA Accounts”"). BISYS has the knowledge and capabilities to perform perfxxx the services undertaken by BISYS under Schedule B-1 A to this AgreementAmendment. (ii) BISYS agrees that effective as of the Effective Date, BFI shall act as a non-bank trustee/custodian for the XXX IRA Accounts, and BISYS shall perform the services undertaken by BISYS XXSYS under Schedule B A attached hereto, but only so long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX IRA Accounts after transmitting written notice of resignation as nonxxn-bank trustee/custodian to the XXX IRA Account Holders in accordance with all XXX IRA Account plan agreementsagrexxxnts. In its capacity as non-bank trustee/custodianxxstodian, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BISYS nor BFI will have any discretion to direct investments within any of the XXX IRA Accounts. (iii) In the event that BFI ceases to act as acx xs non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 3 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX IRA Accounts and further taking into account the services (for which wxxxh the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts IRA Account (whether open or closed, and for all plan or account typesxxpes)) that BISYS continues to perform with respect to the XXX IRA Accounts pursuant to Schedule B-1 A hereto. (iv) In the event thx xvent that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to them, and shall render services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (vi) In relation to the XXX IRA Accounts, BISYS will perform the functions described in Schedule B-1 Schexxxe A hereto, subject to the terms of the Agreement and this AgreementAmendment.

Trustee/Custodian Services. (i) BFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, and SIMPLE XXX, and 403(b)(7) XXX accounts which hold shares of offered by the Funds Company (collectively, “XXX Accounts”). BISYS has the knowledge and capabilities to perform the services undertaken by BISYS under Schedule B-1 to this AgreementD-1. (ii) BISYS agrees that BFI shall act as a non-bank trustee/custodian for the XXX Accounts, Accounts and BISYS shall perform the services undertaken by BISYS under Schedule B attached heretoD-1, but only so as long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodianthis capacity, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BFI nor BISYS nor BFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 belowSchedule E), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 80% of the Custodial Fees per social security year per tax identification number related to any number of for XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 D hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their its express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to themit, and shall render its services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (vi) In relation to the XXX Accounts, BISYS will perform the functions described in Schedule B-1 heretoD-1 to this Agreement. BISYS shall provide the Company with all necessary office space, subject equipment, personnel and facilities (including facilities for shareholders’ and Board meetings) for handling the affairs of the Company and Funds and such other services as BISYS shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board, BISYS shall make reports to the terms Board concerning the performance of its obligations hereunder. BISYS shall perform such other services for the Company or the Funds that are mutually agreed upon by the parties from time to time, for which the Company will pay BISYS the amounts agreed upon between them, from time to time. Except as explicitly set forth herein, BISYS shall only perform additional services as are set forth in an amendment to this Agreement, in consideration of such fees as the parties agree. BISYS may use one or more third parties to perform some or all of its obligations under this Agreement. BISYS shall be fully responsible for the acts of such third parties and shall not be relieved of any of its responsibilities under this Agreement by virtue of the use of such third parties.

Trustee/Custodian Services. (i) BFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, and SIMPLE XXX, and 403(b)(7) XXX accounts which hold shares of offered by the Funds Company (collectively, “XXX Accounts”). BISYS has the knowledge and capabilities to perform the services undertaken by BISYS under Schedule B-1 to this AgreementD-1. (ii) BISYS agrees that BFI shall act as a non-bank trustee/custodian for the XXX Accounts, Accounts and BISYS shall perform the services undertaken by BISYS under Schedule B attached heretoD-1, but only so as long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, such and (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodianthis capacity, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BFI nor BISYS nor BFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their its express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to themit, and shall render its services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (viiv) In relation to the XXX Accounts, BISYS will perform the functions described in Schedule B-1 heretoD-1 to this Agreement. BISYS shall provide the Company with all necessary office space, subject equipment, personnel and facilities (including facilities for shareholders’ and Board meetings) for handling the affairs of the Company and Funds and such other services as BISYS shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board, BISYS shall make reports to the terms Board concerning the performance of its obligations hereunder. BISYS shall perform such other services for the Company or the Funds that are mutually agreed upon by the parties from time to time, for which the Company will pay BISYS the amounts agreed upon between them, from time to time. Except as explicitly set forth herein, BISYS shall only perform additional services as are set forth in an amendment to this Agreement, in consideration of such fees as the parties agree. BISYS may use one or more third parties to perform some or all of its obligations under this Agreement. BISYS shall be fully responsible for the acts of such third parties and shall not be relieved of any of its responsibilities under this Agreement by virtue of the use of such third parties.

Trustee/Custodian Services. (i) BFI has obtained a non-bank Trustee/Custodian Notice of Approval letter from the Treasury Department, Internal Revenue Service, dated December 31, 2003. BFI, together with BISYS, has the knowledge and capabilities to act as a passive non-bank trustee/custodian of Traditional XXX, Xxxx XXX, SIMPLE XXX, and 403(b)(7) accounts which hold shares of the Funds for which BISYS acts as transfer agent (collectively, “XXX Accounts”). BISYS has the knowledge and capabilities to perform the services undertaken by BISYS under Schedule B-1 A to this AgreementAmendment. (ii) BISYS agrees that effective as of the Effective Date, BFI shall act as a non-bank trustee/custodian for the XXX Accounts, and BISYS shall perform the services undertaken by BISYS under Schedule B A attached hereto, but only so long as (x) BISYS continues to act as transfer agent to the Funds and retains all legal qualifications to act as such, (y) BFI retains all legal qualifications to act as non-bank trustee/custodian, and (z) BFI has not resigned as non-bank trustee/custodian to the XXX Accounts after transmitting written notice of resignation as non-bank trustee/custodian to the XXX Account Holders in accordance with all XXX Account plan agreements. In its capacity as non-bank trustee/custodian, BFI will act only as a passive non-bank trustee (within the meaning of Section 1.408-2(e)(6)(i)(A) of the IRS regulations), and neither BISYS nor BFI will have any discretion to direct investments within any of the XXX Accounts. (iii) In the event that BFI ceases to act as non-bank trustee/custodian, whether due to loss of legal qualifications or otherwise, but BISYS continues to act as transfer agent, in which event it performs sub-custodial services on behalf of another qualified retirement custodian, BISYS shall no longer be entitled to the entire share of the Custodial Fees (as hereinafter defined and set forth in Section 2 3 below), but shall be entitled to a proportionate share of the Custodial Fees taking into account the period of time during such year that BFI was the non-bank trustee/custodian for the XXX Accounts and further taking into account the services (for which the parties acknowledge an appropriate allocation of a minimum of $13.00 per social security number related to any number of XXX Accounts (whether open or closed, and for all plan or account types)) that BISYS continues to perform with respect to the XXX Accounts pursuant to Schedule B-1 A hereto. (iv) In the event that BFI ceases to act as non-bank trustee/custodian whether due to loss of legal qualifications or otherwise, and BISYS ceases to act as transfer agent, BISYS shall be entitled to a proportionate share of the Custodial Fees based on the portion of the year for which BFI and BISYS provide trustee/custodian and transfer agent services, respectively. (v) BISYS and BFI shall have the right to review and comment upon the plan agreements and other documentation relating to or affecting its services hereunder, and shall have no liability for any modifications made thereto without their express written consent. BISYS and BFI may rely upon the most recent versions of the plan agreement and such other documentation provided to them, and shall render services hereunder in a manner consistent with the terms of such plan agreement and such other documentation. (vi) In relation to the XXX Accounts, BISYS will perform the functions described in Schedule B-1 A hereto, subject to the terms of the Agreement and this AgreementAmendment.