Common use of Uncertain Tax Positions Services Clause in Contracts

Uncertain Tax Positions Services. (a) BNYM shall provide the following services (the “Services”) to each Fund with respect to the Fund’s Tax Positions (as defined below) for each Review Period (as defined below): (i) Documentation of all material tax positions taken by a Fund with respect to the following fiscal years and identified to BNYM (“Tax Positions”): the Fund’s fiscal years ended as set forth on Exhibit A hereto and each fiscal year of the Fund thereafter (each such fiscal year being a “Review Period”); (ii) Review of such Fund’s: (A) tax provision workpapers, (B) excise tax distribution workpapers, (C) income and excise tax returns, (D) tax policies and procedures and (E) Subchapter M compliance workpapers; (iii) Determination as to whether the Tax Positions have been consistently applied and documentation of any inconsistencies, with reasonable notice provided to Administrator of any such inconsistencies; (iv) Review of relevant statutory authorities; (v) Review of any tax opinions and legal memoranda prepared by tax counsel or tax auditors to the Fund; (vi) Review of standard mutual fund industry practices, to the extent such practices are known to or may reasonably be determined by BNYM; and (vii) Delivery of a written report to such Fund with respect to the above. (b) The following are expressly excluded from the Services: (i) assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is “more likely than not” such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any “more likely than not” threshold has not been met; and (iii) any tax opinion or tax advice. Additionally, none of the Services shall be deemed to be or constitute a tax opinion or tax advice. (c) The Administrator shall cause a Fund to provide such information and documentation as BNYM may reasonably request in connection with the Services. A Fund’s independent public accountants shall cooperate with BNYM and make such information available to BNYM as BNYM may reasonably request. BNYM shall cooperate with each Fund’s independent public accountants and promptly make such information available to each Fund’s independent public accountants as each Fund’s independent public accountants may reasonably request. (d) Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to the parties pursuant to this Agreement, (i) BNYM is authorized and permitted to release such non-confidential information as is commercially reasonably necessary or appropriate to be released in connection with the provision of any of the Services, (ii) management of a Fund is responsible for complying with all uncertain tax positions reporting obligations relating to such Fund and BNYM shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNYM shall have no liability either for any error or omission of any other servicer provider (including any accounting firm or tax adviser) to a Fund or for any failure to discover any such error or omission, (iv) a Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Service a Fund’s sole and exclusive remedy and BNYM’s sole liability shall be limited to re-performance of the applicable Service and the preparation and delivery to the Fund of a corrected report enumerated in Section 14(a)(vii) above (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the Administrator. (e) IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with requirements imposed by the Internal Revenue Service, BNYM informs the Administrator that any U.S. tax advice contained in any communication from BNYM to the Administrator or the Funds (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.

Uncertain Tax Positions Services. (a) BNYM shall provide the following services (the “Services”) to each Fund with respect to the Fund’s Tax Positions (as defined below) for each Review Period (as defined below): (i) Documentation of all material tax positions taken by a Fund with respect to the following fiscal years and identified to BNYM (“Tax Positions”): the Fund’s fiscal years ended as set forth on Exhibit A hereto and each fiscal year of the Fund thereafter (each such fiscal year being a “Review Period”); (ii) Review of such Fund’s: (A) tax provision workpapers, (B) excise tax distribution workpaperswork papers, (C) income and excise tax returns, (D) tax policies and procedures and (E) Subchapter M compliance workpapers; (iii) Determination as to whether the Tax Positions have been consistently applied and documentation of any inconsistencies, with reasonable notice provided to Administrator of any such inconsistencies; (iv) Review of relevant statutory authorities; (v) Review of any tax opinions and legal memoranda prepared by tax counsel or tax auditors to the Fund; (vi) Review of standard mutual fund industry practices, to the extent such practices are known to or may reasonably be determined by BNYM; and (vii) Delivery of a written report to such Fund with respect to the above. (b) The following are expressly excluded from the Services: (i) assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is “more likely than not” such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any “more likely than not” threshold has not been met; and (iii) any tax opinion or tax advice. Additionally, none of the Services shall be deemed to be or constitute a tax opinion or tax advice. (c) The Administrator shall cause a Fund to provide such information and documentation as BNYM may reasonably request in connection with the Services. A Fund’s independent public accountants shall cooperate with BNYM and make such information available to BNYM as BNYM may reasonably request. BNYM shall cooperate with each Fund’s independent public accountants and promptly make such information available to each Fund’s independent public accountants as each Fund’s independent public accountants may reasonably request. (d) Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to the parties pursuant to this Agreement, (i) BNYM is authorized and permitted to release such non-confidential information as is commercially reasonably necessary or appropriate to be released in connection with the provision of any of the Services, (ii) management of a Fund is responsible for complying with all uncertain tax positions reporting obligations relating to such Fund and BNYM shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNYM shall have no liability either for any error or omission of any other servicer provider (including any accounting firm or tax adviser) to a Fund or for any failure to discover any such error or omission, (iv) a Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Service a Fund’s sole and exclusive remedy and BNYM’s sole liability shall be limited to re-performance of the applicable Service and the preparation and delivery to the Fund of a corrected report enumerated in Section 14(a)(vii) above (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the Administrator. (e) IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with requirements imposed by the Internal Revenue Service, BNYM informs the Administrator that any U.S. tax advice contained in any communication from BNYM to the Administrator or the Funds (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.

Uncertain Tax Positions Services. (a) BNYM shall provide the following services (the “Services”) to each Fund with respect to the Fund’s Tax Positions (as defined below) for each Review Period (as defined below): (i) Documentation of all material tax positions taken by a Fund with respect to the following fiscal years and identified to BNYM (“Tax Positions”): the Fund’s fiscal years ended as set forth on Exhibit A hereto _________________, _________________ and _________________ and each fiscal year of the Fund thereafter (each such fiscal year being a “Review Period”); (ii) Review of such Fund’s: (A) tax provision workpapers, (B) excise tax distribution workpapers, (C) income and excise tax returns, (D) tax policies and procedures and (E) Subchapter M compliance workpapers; (iii) Determination as to whether the Tax Positions have been consistently applied and documentation of any inconsistencies, with reasonable notice provided to Administrator of any such inconsistencies; (iv) Review of relevant statutory authorities; (v) Review of any tax opinions and legal memoranda prepared by tax counsel or tax auditors to the Fund; (vi) Review of standard mutual fund industry practices, to the extent such practices are known to or may reasonably be determined by BNYM; and (vii) Delivery of a written report to such Fund with respect to the above. (b) The following are expressly excluded from the Services: (i) assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is “more likely than not” such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any “more likely than not” threshold has not been met; and (iii) any tax opinion or tax advice. Additionally, none of the Services shall be deemed to be or constitute a tax opinion or tax advice. (c) The Administrator shall cause a Fund to shall provide such information and documentation as BNYM may reasonably request in connection with the Services. A Fund’s 's independent public accountants shall cooperate with BNYM and make such information available to BNYM as BNYM may reasonably request. BNYM shall cooperate with each Fund’s independent public accountants and promptly make such information available to each Fund’s independent public accountants as each Fund’s independent public accountants may reasonably request. (d) Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to the parties BNYM pursuant to this Agreement, (i) BNYM is authorized and permitted to release such non-confidential information as is commercially reasonably necessary or appropriate desirable to be released in connection with the provision of any of the Services, (ii) management of a Fund is responsible for complying with all uncertain tax positions reporting obligations relating to such Fund and BNYM shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNYM shall have no liability either for any error or omission of any other servicer provider (including any accounting firm or tax adviser) to a Fund or for any failure to discover any such error or omission, (iv) a Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Service a Fund’s sole and exclusive remedy and BNYM’s sole liability shall be limited to re-performance of the applicable Service and the preparation and delivery to the Fund of a corrected report enumerated in Section 14(a)(vii) above (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the Administrator. (e) IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with requirements imposed by the Internal Revenue Service, BNYM informs the Administrator that any U.S. tax advice contained in any communication from BNYM to the Administrator or the Funds (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.:

Uncertain Tax Positions Services. (a) BNYM The Administrator shall provide the following services (the “Services”) to each the Fund with respect to the Fund’s Tax Positions (as defined below) for each Review Period (as defined below): (i) Documentation of all material tax positions taken by a the Fund with respect to the following fiscal years and identified to BNYM the Administrator (“Tax Positions”): the Fund’s fiscal years ended as set forth on Exhibit A hereto , and and each fiscal year of the Fund thereafter (each such fiscal year being a “Review Period”); (ii) Review of such the Fund’s: (A) tax provision workpapers, (B) excise tax distribution workpapers, (C) income and excise tax returns, (D) tax policies and procedures and (E) Subchapter M compliance workpapers; (iii) Determination as to whether the Tax Positions have been consistently applied and documentation of any inconsistencies, with reasonable notice provided to Administrator of any such inconsistencies; (iv) Review of relevant statutory authorities; (v) Review of any tax opinions and legal memoranda prepared by tax counsel or tax auditors to the Fund; (vi) Review of standard mutual fund industry practices, to the extent such practices are known to or may reasonably be determined by BNYMthe Administrator; and (vii) Delivery of a written report to such the Fund with respect to the above. (b) The following are expressly excluded from the Services: (i) assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is “more likely than not” such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any “more likely than not” threshold has not been met; and (iii) any tax opinion or tax advice. Additionally, none of the Services shall be deemed to be or constitute a tax opinion or tax advice. (c) The Administrator Fund shall cause a Fund to provide such information and documentation as BNYM the Administrator may reasonably request in connection with the Services. A The Fund’s independent public accountants shall cooperate with BNYM the Administrator and make such information available to BNYM the Administrator as BNYM may reasonably request. BNYM shall cooperate with each Fund’s independent public accountants and promptly make such information available to each Fund’s independent public accountants as each Fund’s independent public accountants the Administrator may reasonably request. (d) Notwithstanding anything to the contrary in this Agreement and without limiting any rights, protections or limitations of liability otherwise provided to the parties Administrator pursuant to this Agreement, (i) BNYM the Administrator is authorized and permitted to release such non-confidential information as is commercially reasonably necessary or appropriate desirable to be released in connection with the provision of any of the Services, (ii) management of a the Fund is responsible for complying with all uncertain tax positions reporting obligations relating to such the Fund and BNYM the Administrator shall have no liability to the Fund or any other entity or governmental authority with respect to any tax positions taken by the Fund, (iii) BNYM the Administrator shall have no liability either for any error or omission of any other servicer provider (including any accounting firm or tax adviser) to a the Fund or for any failure to discover any such error or omission, (iv) a the Fund shall be responsible for all filings, tax returns and reports on all Tax Positions and for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) and (v) in the event of any error or omission in the performance of a Service a the Fund’s sole and exclusive remedy and BNYMthe Administrator’s sole liability shall be limited to re-performance of the applicable Service and the preparation and delivery to the Fund of a corrected report enumerated in Section 14(a)(vii15(a)(vii) above (if necessary), such re-performance, preparation and delivery to be provided at no additional service charge to the AdministratorFund. (e) IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with requirements imposed by the Internal Revenue Service, BNYM informs the Administrator that any U.S. tax advice contained in any communication from BNYM to the Administrator or the Funds (including any future communications) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein or therein.,