Common use of Documentation Clause in Contracts

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with)As requested by Price Services, the following documents: (a) The Agreement Fund shall promptly furnish to Price Services the following: · A certified copy of the resolution of the Directors of the Fund authorizing the appointment of Price Services and Declaration the execution and delivery of Trust or other documents evidencing this Agreement; · A copy of the Trust's form Articles of organization Incorporation and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action Fund and all amendments thereto; · As applicable, specimens of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The all forms of outstanding stock/share certificates of the Series in the forms approved by the Board of Trustees Directors of the Trust; (f) A copy Fund with a certificate of the Trust's currently effective Prospectuses and Statement Secretary of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all Fund as to such approval; · All account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel Shareholders’ accounts; · Information with respect to the Trust relating to the authorization and validity of the shares stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and · A copy of the Series issued Fund’s current prospectus. The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or proposed were parties shall be deemed to be issued under delivery for the law purposes of this Agreement. As requested by Price Services, the State of Fund will also furnish from time to time the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any following documents: · Each resolution of the Board of Trustees Directors of the Trust Fund authorizing any person the original issue of its Shares; · Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund; · A certified copy of each amendment to the Articles of Incorporation and the By-Laws of the Fund; · Certified copies of each vote of the Board of Directors authorizing officers to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityTransfer Agent; and (k) Any amendment, revocation or and · Such other documents alteringor opinions which Price Services, addingin its discretion, qualifying may reasonably deem necessary or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change appropriate in the form proper performance of stock certificates or the books recording the same, the Trust shall deliver or make available its duties; Price Services hereby agrees to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel establish and maintain facilities and procedures reasonably acceptable to the Trust as to the validity Fund for safekeeping of such actioncheck forms and facsimile signature imprinting devices, if requested by DSC. 2.5 The Trust warrants any; and for the following: (a) The Trust is, preparation or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serveuse, and may lawfully serve as suchfor keeping account of, such forms and devices. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto.; (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Series, or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of for the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans, if any; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Series or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' Series shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided As requested by Price Services, the Fund shall promptly furnish to Price Services the following: * A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Services and the execution and delivery of this Agreement; * A copy of the Articles of Incorporation or made available to DSC (or has given DSC an opportunity to examine) copies ofDeclaration of Trust, as the case may be, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action Fund and all amendments thereto; * As applicable, specimens of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The all forms of outstanding and new stock/share certificates of the Series in the forms approved by the Board of Directors/Trustees of the Trust; (f) A copy Fund with a certificate of the Trust's currently effective Prospectuses and Statement Secretary of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all Fund as to such approval; * All account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any Shareholders' accounts; * An opinion of counsel for the Fund with respect to the Trust relating to the authorization and validity of the shares stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and * A copy of the Series issued Fund's current prospectus. The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or proposed were parties shall be deemed to be issued under delivery for the law purposes of this Agreement. * As requested by Price Services, the State of Fund will also furnish from time to time the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any following documents: * Each resolution of the Board of Directors/Trustees of the Trust Fund authorizing any person the original issue of its Shares; * Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund; * A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the ByLaws of the Fund; * Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityTransfer Agent; and (k) Any amendment, revocation or * Such other documents alteringor opinions which Price Services, addingin its discretion, qualifying may reasonably deem necessary or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change appropriate in the form proper performance of its duties; and * Copies of new prospectuses issued. Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates or the books recording the samecertificates, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such actioncheck forms and facsimile signature imprinting devices, if requested by DSC. 2.5 The Trust warrants any; and for the following: (a) The Trust is, preparation or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serveuse, and may lawfully serve as suchfor keeping account of, such certificates, forms and devices. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Portfolios or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series Portfolios and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series Portfolios in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the SeriesPortfolios; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Portfolios issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' Portfolio shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust A. Each Fund represents that it has provided or made available to DSC Mellon (or has given DSC Mellon an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), of the following documents, current as of the Effective Date of this Agreement: (ai) The Articles of Incorporation, Agreement and Declaration of Trust Trust, Partnership Agreement, or other documents similar charter document, as relevant, evidencing the TrustFund's form of organization and any current amendments or supplements thereto.; (bii) The By-Laws or procedural guidelines of the Trusteach Fund; (ciii) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund board establishing or affecting the rights, privileges or other status of each any class or series of shares of the Trusta Portfolio, including those relating to the Series or altering or abolishing each any such class or seriesclass; (div) A certified copy of a resolution of the Board of Trustees of Fund board appointing Mellon to provide the Trust appointing DSC as Shareholder Services Agent for the Series each Portfolio and authorizing the execution of this AgreementAgreement and its Schedules; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (fv) A copy of the TrustFund's currently effective Prospectuses prospectus(es) and Statement statement(s) of Additional Information additional information ("Registration Statement") under the Securities Act of 1933, if effective1933 (the "1933 Act") and 1940 Act; (gvi) Copies of all account application forms pertinent Fund policies and other documents procedures that affect the Services, including, but not limited to, those relating to shareholder accounts in valuation, pricing, Section 2(a)(41) of the Series1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and "as-of" processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist); (hvii) Copies of documents relating Such other documents, certificates or opinions which Mellon reasonably believes to Plans be necessary or appropriate in the proper performance of the Trust for the purchaseServices, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel subject to the Trust relating to the authorization and validity agreement of the shares of the Series issued or proposed to Fund, which shall not be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityunreasonably withheld; and (kviii) Any amendment, revocation or other documents document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1Section. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall B. Each Fund will provide or make available to DSC Mellon with notice and/or a certified copy of any resolution of material amendment to the shareholders items set forth in this Section. Mellon will not be responsible for changing or conforming the Board of Trustees of the Trust providing for Services to any such amendment until Mellon has received notice or a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as suchthe parties have negotiated in good faith to reach mutually agreeable terms applicable to such additional service(s) and have amended any affected Schedules. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided As requested by Price Services, the Fund shall promptly furnish to Price Services the following: · A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Services and the execution and delivery of this Agreement; · A copy of the Articles of Incorporation or made available to DSC (or has given DSC an opportunity to examine) copies ofDeclaration of Trust, as the case may be, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action Fund and all amendments thereto; · As applicable, specimens of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The all forms of outstanding and new stock/share certificates of the Series in the forms approved by the Board of Directors/Trustees of the Trust; (f) A copy Fund with a certificate of the Trust's currently effective Prospectuses and Statement Secretary of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all Fund as to such approval; · All account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any Shareholders’ accounts; · An opinion of counsel for the Fund with respect to the Trust relating to the authorization and validity of the shares stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and · A copy of the Series issued Fund’s current prospectus. The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or proposed were parties shall be deemed to be issued under delivery for the law purposes of this Agreement. As requested by Price Services, the State of Fund will also furnish from time to time the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any following documents: · Each resolution of the Board of Directors/Trustees of the Trust Fund authorizing any person the original issue of its Shares; · Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund; · A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By‑Laws of the Fund; · Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityTransfer Agent; and (k) Any amendment, revocation or · Such other documents alteringor opinions which Price Services, addingin its discretion, qualifying may reasonably deem necessary or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change appropriate in the form proper performance of its duties; and · Copies of new prospectuses issued. Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates or the books recording the samecertificates, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such actioncheck forms and facsimile signature imprinting devices, if requested by DSC. 2.5 The Trust warrants any; and for the following: (a) The Trust is, preparation or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serveuse, and may lawfully serve as suchfor keeping account of, such certificates, forms and devices. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms Form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it its issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Series or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents:place of closing: Sellers’ Managers’ offices in Athens (a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents: The list of documentation to be provided under this Agreement shall be discussed and finalized within the first fifteen (15) days after this Agreement has been signed by the Parties. Such list to be documented by way of Addendum to this agreement. In case of failure to sign such an Addendum this will not invalidate this MOA. (i) Legal ▇▇▇▇(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement; (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; (v) Declaration of Trust Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered; (vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel; (xi) Any additional documents evidencing as may reasonably be required by the Trust's form competent authorities of organization the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any current amendments nation or supplements theretointernational organisation. (b) The By-Laws At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and (ii) Power of Attorney of the Trust;Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) Any resolution or other action If any of the Trust documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the Board of Trustees country of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series;translated language. (d) A certified copy of a resolution The Parties shall to the extent possible exchange copies, drafts or samples of the Board documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than five (5) days (state number of Trustees days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution Sellers pursuant to Clause 5(b) of this Agreement;. (e) The forms Concurrent with the exchange of share documents in Sub-clause (a) and Sub-clause (b) above the documentary addendum, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates of which are on board the Series Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the forms approved by Buyers have the Board of Trustees of the Trust;right to take copies. (f) A copy of Other technical documentation which may be in the Trust's currently effective Prospectuses and Statement of Additional Information under Sellers’ possession shall promptly after delivery be forwarded to the Securities Act of 1933Buyers at their expense, if effective;they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same. (g) Copies The Parties shall sign and deliver to each other a Protocol of all account application forms Delivery and other documents relating to shareholder accounts in Acceptance confirming the Series; (h) Copies date and time of documents relating to Plans delivery of the Trust for Vessel from the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel Sellers to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1Buyers. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series Funds or altering or abolishing each any such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series Funds and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series Funds in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the SeriesFunds; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series Funds issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates shares or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all SeriesFunds' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided As requested by Price Services, the Fund shall promptly furnish to Price Services the following: - A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Services and the execution and delivery of this Agreement; - A copy of the Articles of Incorporation or made available to DSC (or has given DSC an opportunity to examine) copies ofDeclaration of Trust, as the case may be, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action Fund and all amendments thereto; - As applicable, specimens of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The all forms of outstanding and new stock/share certificates of the Series in the forms approved by the Board of Directors/Trustees of the Trust; (f) A copy Fund with a certificate of the Trust's currently effective Prospectuses and Statement Secretary of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all Fund as to such approval; - All account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any Shareholders' accounts; - An opinion of counsel for the Fund with respect to the Trust relating to the authorization and validity of the shares stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and - A copy of the Series issued Fund's current prospectus. The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or proposed were parties shall be deemed to be issued under delivery for the law purposes of this Agreement. - As requested by Price Services, the State of Fund will also furnish from time to time the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any following documents: - Each resolution of the Board of Directors/Trustees of the Trust Fund authorizing any person the original issue of its Shares; - Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund; - A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Laws of the Fund; - Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityTransfer Agent; and (k) Any amendment, revocation or - Such other documents alteringor opinions which Price Services, addingin its discretion, qualifying may reasonably deem necessary or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change appropriate in the form proper performance of its duties; and - Copies of new prospectuses issued. Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates or the books recording the samecertificates, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such actioncheck forms and facsimile signature imprinting devices, if requested by DSC. 2.5 The Trust warrants any; and for the following: (a) The Trust is, preparation or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serveuse, and may lawfully serve as suchfor keeping account of, such certificates, forms and devices. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Portfolios, or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series Portfolios and authorizing the execution of this Agreement; (e) The forms of share certificates of for the Series Portfolios in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the SeriesPortfolios; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans, if any; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Portfolios issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Portfolios or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' Portfolio shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 A. The Trust Fund represents that it has provided or made available to DSC Mellon (or has given DSC Mellon an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), of the following documents, current as of the Effective Date of this Agreement: (ai) The Articles of Incorporation, Agreement and Declaration of Trust Trust, Partnership Agreement, or other documents similar charter document, as relevant, evidencing the TrustFund's form of organization and any current amendments or supplements thereto.; (bii) The By-Laws or procedural guidelines of the TrustFund; (ciii) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund board establishing or affecting the rights, privileges or other status of each any class or series of shares of the Trusta Portfolio, including those relating to the Series or altering or abolishing each any such class or seriesclass; (div) A certified copy of a resolution of the Board of Trustees of Fund board appointing Mellon to provide the Trust appointing DSC as Shareholder Services Agent for the Series each Portfolio and authorizing the execution of this AgreementAgreement and its Schedules; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (fv) A copy of the TrustFund's currently effective Prospectuses prospectus(es) and Statement statement(s) of Additional Information additional information ("Registration Statement") under the Securities Act of 1933, if effective1933 (the "1933 Act") and 1940 Act; (gvi) Copies of all account application forms pertinent Fund policies and other documents procedures that affect the Services, including, but not limited to, those relating to shareholder accounts in valuation, pricing, Section 2(a)(41) of the Series1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and "as-of" processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist); (hvii) Copies of documents relating Such other documents, certificates or opinions which Mellon reasonably believes to Plans be necessary or appropriate in the proper performance of the Trust for the purchaseServices, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel subject to the Trust relating to the authorization and validity agreement of the shares of the Series issued or proposed to Fund, which shall not be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityunreasonably withheld; and (kviii) Any amendment, revocation or other documents document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1Section. 2.2 B. The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall Fund will provide or make available to DSC Mellon with notice and/or a certified copy of any resolution of material amendment to the shareholders items set forth in this Section. Mellon will not be responsible for changing or conforming the Board of Trustees of the Trust providing for Services to any such amendment until Mellon has received notice or a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as suchthe parties have negotiated in good faith to reach mutually agreeable terms applicable to such additional service(s) and have amended any affected Schedules. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has Lender shall have received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement , each to be in form and Declaration of Trust or other documents evidencing the Trust's form of organization substance satisfac- tory to Lender and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plansit counsel; (i) Any Certified copies or certificates of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and certified copies or certificates of Borrower's liability insurance policies, together with endorsements naming Lender as an additional insured thereunder, as required to be maintained by Borrower pursuant to Section 7.7 hereof; (ii) Copies of all filing receipts or acknowledgements issued by any governmental authority to evidence any filing or recordation necessary to perfect the security interests of Lender in the Collateral and evidence in a form acceptable to Lender that such security interests constitute valid and first priority perfected security interests, subject only to Permitted Liens; (iii) Certificate of the Secretary or an Assistant Secretary of Borrower certifying (a) that attached thereto is a true and complete copy of the Bylaws of Borrower as in effect on the date of such certification, (b) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby and (c) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement or any of the other Loan Documents; (iv) Copies of the Articles of Incorporation of Borrower, and all amendments thereto, certified by the Secretary of State of North Carolina; (v) Good standing certificates for Borrower issued by the Secretary of State or other appropriate official of the States of North Carolina and Virginia and of each other jurisdiction where the conduct of Borrower's business activities or the ownership of its properties necessitates qualification; (vi) A certificate signed by an officer of Borrower, dated as of the Closing Date, stating that: (a) the representations and warranties set forth in Section 6 hereof are true and correct on and as of such date, (b) Borrower is on such date in compliance with all of the terms and provisions set forth in this Agreement and the other Loan Documents, and (c) on such date no Default or Event of Default has oc- curred and is continuing; (vii) The acceptable written opinion of counsel to the Trust relating Borrower as to the authorization such matters as Lender and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities lawsits counsel may require; (jviii) A certified copy The duly executed Note; (ix) The duly executed Deeds of any resolution Trust; (x) Agreements duly executed by each warehouseman, bailee or other Person in possession of the Board Collateral, waiving each of Trustees their respective liens and claims in the Collateral; (xi) Landlord agreements satisfactory to Lender with respect to all premises leased by Borrower at which Collateral is located; (xii) Policies of title insurance (including revolving credit and zoning endorsements) in standard ALTA form, in such amounts as required by Lender, issued by a title insurance company selected by Borrower and acceptable to Lender insuring that the Deeds of Trust constitute valid, enforceable first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens applicable thereto and other exceptions as shall be acceptable to Bank in its sole discretion, and receipt of satisfactory evidence of the Trust authorizing any person payment of all premiums thereon; (xiii) Such UCC financing statements, in addition to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided)existing filed UCC financing statements, setting forth the scope of such authorityas Lender may request; and (kxiv) Any amendmentSuch other documents, revocation opinions, certificates and agreements as Lender shall reasonably request in connection with the transactions contemplated by this Agreement or other documents altering, adding, qualifying or repealing with any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such changeforegoing matters; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any A. Each resolution of the Board of Trustees of the Trust authorizing any person the original issue of the shares of the Funds; B. Each Registration Statement filed with the Securities and Exchange Commission (the “SEC”) and amendments thereof; C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to DSC UMB; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. Copies of all policies and procedures adopted by the Board of Trustees, including the Trust’s Compliance Program adopted pursuant to Rule 38a-1 under this Agreement the 1940 Act (with the “Compliance Program”); G. Copies of any or all deficiency letters or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the Financial Industry Regulatory Authority (“FINRA”) or any other administrative or regulatory body, whether governmental or private; H. All Notices of and Proxy materials related to any Annual or Special Meetings of Shareholders of the Trust, including any that proposed the merger, reorganization or liquidation of a specimen signature Fund; I. Such other certificates, documents or opinions that UMB may, in its discretion, deem necessary or appropriate in the proper performance of such person if not already provided), setting forth the scope of such authorityits duties; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 J. The Trust shall provide or make available to DSC a certified copy furnish UMB with written copies of any resolution amendments to, or changes in, any of the shareholders items referred to in this Paragraph 2 immediately upon such amendments or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 changes becoming effective. In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the sameaddition, the Trust shall deliver agrees that no amendments or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel changes will be made to the Trust’s prospectuses or statement of additional information, or the Compliance Program, which might have the effect of changing the procedures employed by UMB in providing the services agreed to hereunder or which amendment might affect the duties of UMB hereunder unless the Trust as to the validity first obtains UMB’s approval of such actionamendments or changes, if requested by DSCwhich approval shall not be withheld unreasonably. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the the\ forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Series, or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms Form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any A. Each resolution of the Board of Trustees of the Trust authorizing any person the original issue of the shares of the Funds; B. Each registration statement filed with the Securities and Exchange Commission (the "SEC") on behalf of the Trust and amendments thereof; C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to DSC Integrated; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. Copies of all policies and procedures adopted by the Board of Trustees, including the Trust's Compliance Program adopted pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Program); G. Copies of any or all deficiency letters or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the National Association of Securities Dealers ("NASD") or any other administrative or regulatory body, whether governmental or private since the inception of the Trust; H. A listing of all jurisdictions in which each Fund (and class thereof) is lawfully available for sale as of the date of this Agreement (with and in which the Trust desires Integrated to effect a specimen signature blue sky filing; I. All Notices of such person if not already provided)and Proxy materials related to any Annual or Special Meetings of Shareholders of the Trust, setting forth including any that proposed the scope merger, reorganization or liquidation of such authoritya Fund; J. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which Integrated is to act as plan agent; K. Such other certificates, documents or opinions that Integrated may, in its discretion, deem necessary or appropriate in the proper performance of its duties; and L. A copy of the Trust's written Anti-Money Laundering Program (k) Any amendmentthe "AML Program"), revocation or other documents alteringincluding any related Policies and Procedures, adding, qualifying or repealing any document or authority called for Integrated's use in fulfilling its duties under this Section 2.1Addendum 1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 M. The Trust shall provide or make available to DSC a certified copy furnish Integrated with written copies of any resolution amendments to, or changes in, any of the shareholders items referred to in this Paragraph 2 forthwith upon such amendments or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 changes becoming effective. In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the sameaddition, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel agrees that no amendments will be made to the Trust as Trust's Prospectuses or Statement of Additional Information, the AML Program or the Compliance Program, which might have the effect of changing the procedures employed by Integrated in providing the services agreed to hereunder or which amendment might affect the validity duties of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which Integrated hereunder unless the Trust first obtains Integrated's approval that it is bound; nor do they violate any law reasonably able to implement such amendments or regulation of any body having jurisdiction over the Trust or its propertychanges, which approval shall not be withheld unreasonably. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided As requested by Price Services, the Fund shall promptly furnish to Price Services the following: • A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Services and the execution and delivery of this Agreement; • A copy of the Articles of Incorporation or made available to DSC (or has given DSC an opportunity to examine) copies ofDeclaration of Trust, as the case may be, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action Fund and all amendments thereto; • As applicable, specimens of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The all forms of outstanding and new stock/share certificates of the Series in the forms approved by the Board of Directors/Trustees of the Trust; (f) A copy Fund with a certificate of the Trust's currently effective Prospectuses and Statement Secretary of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all Fund as to such approval; • All account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any Shareholders’ accounts; • An opinion of counsel for the Fund with respect to the Trust relating to the authorization and validity of the shares stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and • A copy of the Series issued Fund’s current prospectus. The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or proposed were parties shall be deemed to be issued under delivery for the law purposes of this Agreement. • As requested by Price Services, the State of Fund will also furnish from time to time the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any following documents: • Each resolution of the Board of Directors/Trustees of the Trust Fund authorizing any person the original issue of its Shares; • Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund; • A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Laws of the Fund; • Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityTransfer Agent; and (k) Any amendment, revocation or • Such other documents alteringor opinions which Price Services, addingin its discretion, qualifying may reasonably deem necessary or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change appropriate in the form proper performance of its duties; and • Copies of new prospectuses issued. Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates or the books recording the samecertificates, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such actioncheck forms and facsimile signature imprinting devices, if requested by DSC. 2.5 The Trust warrants any; and for the following: (a) The Trust is, preparation or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serveuse, and may lawfully serve as suchfor keeping account of, such certificates, forms and devices. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has Lender shall have received from the Trust (or is otherwise familiar with), the following documents, each to be in form and substance satisfactory to Lender and its counsel: (i) Certified copies of casualty insurance policies of Borrower, together with loss payable endorsements on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee as its interests may appear, and certified copies of the liability insurance policies of Borrower, together with endorsements naming Lender as a coinsured; (ii) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Liens of Lender; (iii) Copies of the Articles of Incorporation of Borrower, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (iv) Good standing certificates for Borrower issued by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's business activities necessitates qualification and in which the failure of Borrower to be so qualified would have a Material Adverse Effect; (v) A closing certificate signed by an authorized officer of Borrower, dated as of the Closing Date, stating that (a) The Agreement the representations and Declaration warranties set forth in Section 8 hereof are true and correct in all material respects on and as of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. such date, (b) The By-Laws Borrower is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the other Loan Documents and (c) on such date no Default or Event of the TrustDefault exists; (cvi) Any resolution The Security Documents duly executed, accepted and acknowledged by or other action on behalf of each of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or seriessignatories thereto; (dvii) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series The Other Agreements duly executed and authorizing the execution of this Agreementdelivered by Borrower; (eviii) The forms favorable, written opinion of share certificates counsel to Borrower and Properties as to the transactions contemplated by this Agreement and the other Loan Documents; (ix) Written instructions from Borrower directing the application of proceeds of the Series initial Revolver Loan made to Borrower pursuant to this Agreement on the Closing Date; (x) Certificates of the Secretary or an Assistant Secretary of Borrower certifying (a) that attached thereto is a true and complete copy of the Bylaws of Borrower, as in effect on the forms approved date of such certification, (b) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Trustees Directors of Borrower, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which Borrower is a party and the consummation of the Trusttransactions contemplated hereby and thereby, and (c) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement or any of the Loan Documents; (fxi) A Duly executed agreement for the establishment of the Dominion Account; (xii) Copies of the Articles of Organization of Properties, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (xiii) Good standing certificates for Properties issued by the Secretary of State or other appropriate official of Properties' jurisdiction of incorporation and each jurisdiction where the conduct of Properties' business activities necessitates qualification and in which the failure of Properties to be so qualified would have a Material Adverse Effect; (xiv) Certificates of the members or manager of Properties certifying (a) that attached thereto is a true and complete copy of the Trust's currently effective Prospectuses operating agreement of Properties, as in effect on the date of such certification, (b) that attached thereto is a true and Statement complete copy of Additional Information under the Securities Act resolutions adopted by the members of 1933Properties, if effectiveauthorizing the execution, delivery and performance of the Guaranty, the Trademark Security Agreement and the other Loan Documents to which Properties is a party and the consummation of the transactions contemplated thereby, and (c) as to the incumbency and genuineness of the signature of each member or manager of Properties executing this the Guaranty, the Trademark Security Agreement and the other Loan Documents to which Properties is a party; (gxv) Copies of all account application forms and other documents relating Landlord or warehouseman agreements with respect to shareholder accounts in certain premises leased by Borrower, which are disclosed on SCHEDULE 7. 1.1 hereto by the Seriesdesignation "primary location"; (hxvi) Copies of documents relating to Plans Written confirmations from all Persons which have been granted Liens (other than Permitted Liens) in any Collateral of the Trust for balance due on the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel Indebtedness owed to the Trust relating to the authorization and validity them as of the shares Closing Date and that simultaneously with the receipt thereof such Persons will execute and deliver to Lender such releases and terminations as may be necessary to release and cancel of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under record their Liens in any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityCollateral; and (kxvii) Any amendmentSuch other documents, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1instruments and agreements as Lender shall reasonably request in connection with the foregoing matters. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. Section 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and and, DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) A. The Agreement and Declaration of Trust or other documents document evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) B. The By-Laws Procedural Guidelines of the TrustFund; (c) C. Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund establishing or affecting the rights, privileges or other status of each any class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each any such class or series; (d) D. A certified copy of a resolution of the Board of Trustees of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) E. The forms form of share certificates of the Series Fund in the forms form approved by the Board of Trustees of the TrustFund; (f) F. A copy of the TrustFund's currently effective Prospectuses prospectus and Statement of Additional Information under the Securities Act act of 1933, if effective; (g) G. Copies of all account application forms and other documents relating to shareholder accounts in the Series;Fund. (h) H. Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) I. Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Fund issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) J. A certified copy of any resolution of the Board of Trustees of the Trust Fund authorizing any person to give instructions to DSC under this Agreement Agreement, (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) K. Any amendment, revocation or other documents document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. Section 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. Section 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. Section 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or share certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A. A certified copy of any document authorizing or effecting such change; (b) B. Written instructions from an authorized officer implementing such change; and (c) C. An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. Section 2.5 The Trust Fund warrants the following: (a) The Trust A. Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) B. The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. Section 2.6 DSC warrants the following: (a) A. DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) B. The provisions of this contract do not violate the terms of any instrument by which DSC the Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; ; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change;; 4 (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series Series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or seriesSeries; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933l933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.12. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available Company will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a A. Each resolution of the Board of Trustees Directors of the Trust appointing DSC as Shareholder Services Agent for the Series and Company authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity original issue of the shares of the Series issued or proposed to be issued under MMA Praxis class; B. Each registration statement filed with the law Securities and Exchange Commission (the "SEC") on behalf of the State of the Trust's organization, including the status thereof under any applicable securities lawsCompany and amendments thereof; (j) C. A certified copy of any the Articles of Incorporation and the Bylaws of the Company and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees of the Trust Directors authorizing any person officers to give instructions to DSC Integrated; E. Copies of all underwriting, dealer, and custody agreements in effect relating to the MMA Praxis class; F. Copies of all policies and procedures adopted by the Board of Directors relevant to the services provided by Integrated to the MMA Praxis class, including those included in the Company's Compliance Program adopted pursuant to Rule 38a-1 under this Agreement the 1940 Act (with a specimen signature the "Compliance Program); G. Copies of any or all deficiency letters, comments or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the National Association of Securities Dealers ("NASD") or any other administrative or regulatory body, whether governmental or private, relating or relevant to the services provided by Integrated; provided, however, that the Company reserves the right to provide only the portion of such person if not already provided), setting forth documents that relates to the scope services provided by Integrated in lieu of providing a complete copy of such authoritydocuments. H. All Notices of and Proxy materials related to any Annual or Special Meetings of Shareholders of the MMA Praxis class, including any that proposed the merger, reorganization or liquidation of the MMA Praxis class; I. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which Integrated is to act as plan agent; and (k) Any amendment, revocation or J. Such other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1data necessary to perform the services described herein at such times and in such forms as mutually agreed upon by the Company and Integrated. 2.2 K. The Trust and DSC may consult Company shall furnish Integrated with written copies of any amendments to, or changes in, any of the items referred to in this Paragraph 2 as soon as practicable upon such amendments or changes becoming effective. In addition, the Company agrees that no amendments will be made to forms the Company's Prospectuses or documents Statement of Additional Information or the Compliance Program, which might have the effect of changing the procedures employed by Integrated in providing the services agreed to hereunder or which amendment might affect the duties of Integrated hereunder unless the Company first obtains Integrated's approval that may it is reasonably able to implement such amendments or changes, which approval shall not be withheld unreasonably; provided, however, that no approval by Integrated will be required in performing services hereunder. 2.3 The Trust shall the event such changes are required to be made pursuant to applicable law, although in such event Company will provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity Integrated with notice of such action, if requested by DSCchanges as soon as practicable prior to such changes becoming effective. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Portfolios or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series Portfolios and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series Portfolios in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the SeriesPortfolios; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Portfolios issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: : (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' Portfolio shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and and, DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Series, or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms Form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, ; if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in of the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust A. Each Fund represents that it has provided or made available to DSC Mellon (or has given DSC Mellon an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), of the following documents, current as of the Effective Date of this Agreement: (ai) The Articles of Incorporation, Agreement and Declaration of Trust Trust, Partnership Agreement, or other documents similar charter document, as relevant, evidencing the Trust's Fund’s form of organization and any current amendments or supplements thereto.; (bii) The By-Laws or procedural guidelines of the Trusteach Fund; (ciii) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund board establishing or affecting the rights, privileges or other status of each any class or series of shares of the Trusta Portfolio, including those relating to the Series or altering or abolishing each any such class or seriesclass; (div) A certified copy of a resolution of the Board of Trustees of Fund board appointing Mellon to provide the Trust appointing DSC as Shareholder Services Agent for the Series each Portfolio and authorizing the execution of this AgreementAgreement and its Schedules; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (fv) A copy of the Trust's Fund’s currently effective Prospectuses prospectus(es) and Statement statement(s) of Additional Information additional information (“Registration Statement”) under the Securities Act of 1933, if effective1933 (the “1933 Act”) and 1940 Act; (gvi) Copies of all account application forms pertinent Fund policies and other documents procedures that affect the Services, including, but not limited to, those relating to shareholder accounts in valuation, pricing, Section 2(a)(41) of the Series1940 Act and Rules 2a-4 and 2a-7 thereunder, net asset value errors, and “as-of” processing (e.g., relating to error corrections, post-trade revisions or similar processing policies that may exist); (hvii) Copies of documents relating Such other documents, certificates or opinions which Mellon reasonably believes to Plans be necessary or appropriate in the proper performance of the Trust for the purchaseServices, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel subject to the Trust relating to the authorization and validity agreement of the shares of the Series issued or proposed to Fund, which shall not be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authorityunreasonably withheld; and (kviii) Any amendment, revocation or other documents document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1Section. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall B. Each Fund will provide or make available to DSC Mellon with notice and/or a certified copy of any resolution of material amendment to the shareholders items set forth in this Section. Mellon will not be responsible for changing or conforming the Board of Trustees of the Trust providing for Services to any such amendment until Mellon has received notice or a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as suchthe parties have negotiated in good faith to reach mutually agreeable terms applicable to such additional service(s) and have amended any affected Schedules. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available Lender shall have received, in form and substance satisfactory to DSC (or has given DSC an opportunity to examine) copies ofLender and its counsel, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The a duly executed copy of this Agreement and Declaration of Trust or the other documents evidencing the Trust's Loan Documents, together with such additional documents, instruments, opinions and certificates as Lender and its counsel shall require in connection therewith from time to time, all in form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trustsubstance satisfactory to Lender and its counsel, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933without limitation, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust isCertificates of Insurance with respect to Borrowers' casualty and liability insurance policies, or will be, a properly registered investment company under the Investment Company Act together with loss payable endorsements on Lender's standard form of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws.Lender Loss Payee naming Lender as lender loss payee; (b) The provisions Certified copies of (i) resolutions of Borrowers' and Parent's respective board of directors authorizing the execution and delivery of this contract do not violate Agreement and the Loan Documents (as applicable) and the performance of all transactions contemplated hereby and thereby, (ii) Borrowers' and Parent's by-laws, and (iii) incumbency certificates of Borrowers and Parent; (c) A copy of the Articles or Certificates of Incorporation of Borrowers and Parent, and all amendments thereto, certified by an officer of such Borrower or by the Secretary of State or other appropriate official of their respective jurisdiction of incorporation; (d) Good standing certificates for Borrowers and Parent, issued by the Secretary of State or other appropriate official of Borrowers' and Parent's jurisdiction of incorporation and each jurisdiction where the conduct of Borrowers' businesses activities or the ownership of their Properties necessitates qualification; (e) A closing certificate signed by the Chief Executive Officers of Borrowers dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) Borrowers are, on such date, in compliance with all the terms and provisions set forth in this Agreement and (iii) on such date no Default or Event of any instrument by which the Trust Default has occurred or is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following:continuing; (af) DSC is The Security Documents duly executed, accepted and will be properly registered as a transfer agent under acknowledged by or on behalf of each of the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such.signatories thereto; (bg) The provisions Other Agreements duly executed and delivered by Borrowers; (h) The favorable, written opinion of Carlton, Fields, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ P.A., counsel to Borrowers and Parent, as to the transactions contemplated by this contract do not violate Agreement and any of the terms other Loan Documents; (i) An initial Borrowing Base Certificate from Borrowers; (j) Appropriate arrangements for payment of any instrument by which DSC is bound; nor do they violate any law or regulation all fees and expenses owing hereunder; (k) Landlord Waivers for each of any body having jurisdiction over DSC or its property.Borrowers' locations as listed on Exhibit 6.1 hereto; (l) Surety Agreement from Parent; (m) UCC-1

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms Form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it its issues will be properly registered and lawfully issued under applicable federal and state laws.be (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available Lender shall have received, in form and substance satisfactory to DSC (or has given DSC an opportunity Lender and its counsel, a duly executed copy of this Agreement and the other Loan Documents, together with such additional documents, instruments, opinions and certificates as Lender and its counsel shall require in connection therewith from time to examine) copies oftime, all in form and DSC represents that it has received from the Trust (or is otherwise familiar with)substance satisfactory to Lender and its counsel, including without limitation, the following documentsfollowing: (aA) The Agreement and Declaration Certified copies of Trust or other documents evidencing the TrustBorrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of organization Lender Loss Payee naming Lender as lender loss payee, and any current amendments or supplements thereto. (b) The By-Laws certified copies of the TrustBorrower's liability insurance policies, together with endorsements naming Lender as additional insured; (cB) Any resolution or other action Certified copies of (i) resolutions of Borrower's and Parent's respective board of directors authorizing the Trust or execution and delivery of this Agreement and the Board Loan Documents (as applicable) and the performance of Trustees all transactions contemplated hereby and thereby, (ii) Borrower's and Parent's by-laws, and (iii) an incumbency certificate of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or seriesBorrower and Parent; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (fC) A copy of the Trust's currently effective Prospectuses Articles or Certificate of Incorporation of Borrower and Statement Parent, and all amendments thereto, certified by the Secretary of Additional Information under the Securities Act State or other appropriate official of 1933, if effectiveits respective jurisdiction of incorporation; (gD) Copies Good standing certificates for Borrower and Parent, issued by the Secretary of all account application forms State or other appropriate official of Borrower's and other documents relating to shareholder accounts in Parent's jurisdiction of incorporation and each jurisdiction where the Seriesconduct of Borrower's business activities or the ownership of its Properties necessitates qualification; (hE) Copies A closing certificate signed by the Chief Executive Officer of documents relating to Plans Borrower dated as of the Trust for date hereof, stating that (i) the purchaserepresentations and warranties set forth in Section 7 hereof are true and correct on and as of such date, sale (ii) Borrower is, on such date, in compliance with all the terms and provisions set forth in this Agreement and (iii) on such date no Default or repurchase Event of its shares, including periodic payment Default has occurred or withdrawal plans, reinvestment plans or retirement plansis continuing; (iF) Any opinion The Security Documents duly executed, accepted and acknowledged by or on behalf of counsel to the Trust relating to the authorization and validity each of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities lawssignatories thereto; (jG) A certified The Other Agreements duly executed and delivered by Borrower; (H) The favorable, written opinion of Carlton, Fields, ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Cutter, P.A., counsel to Borrower and Parent, as to the transactions contemplated by this Agreement and any of the other Loan Documents; (I) Written instruction from Borrower directing the application of proceeds of the initial Loans made pursuant to this Agreement, and an initial Borrowing Base Certificate from Borrower; (J) Duly executed agreement establishing the Dominion Account with a financial institution acceptable to Lender for the collection or servicing of the Accounts; (K) Payment of all fees and expenses owing hereunder; (L) Landlord Waivers for each of Borrower's locations as listed on Exhibit 6.1 hereto; (M) Surety Agreement from Parent; (N) UCC-1 Financing Statements; (O) Assignment of Key-Man Life Insurance Policy on the life of ▇▇▇▇ ▇▇▇▇▇▇ in an amount equal to at least $2,000,000; (P) Duly executed subordination agreements with respect to the Subordinated Debt from Masonry Supply, Inc. and from Parent both in favor of Lender; (Q) Duly executed copy of the employment contract/noncompete between Borrower and ▇▇▇▇ ▇▇▇▇▇▇, covering a period not shorter than five (5) years; (R) Evidence that the transactions contemplated by the Asset Purchase Agreement have been consummated; (S) Receipt of assurances that neither Borrower nor Parent will be liable for any resolution income tax liability of Masonry Supply, Inc for the period commencing January 1, 1998 through June 30, 1998; (T) Verification from Borrower's and Masonry Supply, Inc.'s tax accountant that the approximate $3,408,000 of net operating loss carryforward of Parent as of June 30, 1997 as shown on Parent's June 30, 1997 financial statements plus any such additional carryforward losses incurred in Parent's fiscal year ending June 30, 1998 will be available to offset future federal income tax liabilities of Borrower and that Borrower will not be a federal tax paying entity until Parent's carryforward losses are exhausted or no longer available; (U) Receipt of Masonry Supply, Inc.'s audited financial statements for the fiscal years ending June 30, 1996, June 30, 1997 and June 30, 1998 which shall contain no material adverse change from the results previously provided to Lender and utilized by Lender in Lender's credit analysis; (V) Evidence that as of the Board Closing Date, Masonry Supply, Inc. shall have a minimum of Trustees $500,000 in cash which shall be used to fund, in part, the acquisition or, alternatively cash in an amount equal to $500,000 less any sums (not to exceed $400,000) used by Masonry Supply, Inc. to pay off existing Indebtedness; (W) Written assurances from an independent third-party satisfactory to Lender that all computer-based systems utilized by Borrower will, within 180 days of the Trust authorizing any person Closing Date and at a cost to give instructions Borrower not to DSC under this Agreement (with a specimen signature of such person if not already provided)exceed $50,000, setting forth the scope of such authoritybe able to effectively interpret, process and manipulate data including dates before, on and after December 31, 1999; and (kX) Any amendmentSuch other documents, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1instruments and agreements as Lender shall reasonably request in connection with the foregoing matters. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any A. Each resolution of the Board of Trustees of the Trust authorizing any person the original issue of the shares of the Funds; B. Each Registration Statement filed with the Securities and Exchange Commission (the “SEC”) and amendments thereof; C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to DSC JPMorgan; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. Copies of all policies and procedures adopted by the Board of Trustees, including the Trust’s Compliance Program adopted pursuant to Rule 38a-1 under the 1940 Act (the “Compliance Program”); G. Copies of any or all deficiency letters or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the National Association of Securities Dealers (“NASD”) or any other administrative or regulatory body, whether governmental or private; H. A listing of all jurisdictions in which each Fund (and class thereof) is lawfully available for sale as of the date of this Agreement (with and in which the Trust desires JPMorgan to effect a specimen signature blue sky filing; I. All Notices of such person if not already provided)and Proxy materials related to any Annual or Special Meetings of Shareholders of the Trust, setting forth including any that proposed the scope merger, reorganization or liquidation of such authoritya Fund; J. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which JPMorgan is to act as plan agent; K. Such other certificates, documents or opinions that JPMorgan may, in its discretion, deem necessary or appropriate in the proper performance of its duties; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 L. The Trust shall provide or make available to DSC a certified copy furnish JPMorgan with written copies of any resolution amendments to, or changes in, any of the shareholders items referred to in this Paragraph 2 forthwith upon such amendments or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 changes becoming effective. In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the sameaddition, the Trust shall deliver agrees that no amendments or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel changes will be made to the Trust’s Prospectuses or Statement of Additional Information, the AML Program or the Compliance Program, which might have the effect of changing the procedures employed by JPMorgan in providing the services agreed to hereunder or which amendment might affect the duties of JPMorgan hereunder unless the Trust as to the validity first obtains JPMorgan’s approval of such actionamendments or changes, if requested by DSCwhich approval shall not be withheld unreasonably. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and; (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available Administrator will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any A. Each resolution of the Board of Trustees of the Trust authorizing any person the original issue of the shares of the Funds; B. Each Registration Statement filed with the Securities and Exchange Commission (the “SEC”) and amendments thereof; C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to DSC the Administrator or JPMorgan; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. Copies of all policies and procedures adopted by the Board of Trustees, including the Trust’s Compliance Program adopted pursuant to Rule 38a-1 under the 1940 Act (the “Compliance Program”); G. Copies of any or all deficiency letters or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the Financial Industry Regulatory Authority (“FINRA”) or any other administrative or regulatory body, whether governmental or private; H. A listing of all jurisdictions in which each Fund (and class thereof) is lawfully available for sale as of the date of this Agreement (with and in which the Trust desires JPMorgan to effect a specimen signature blue sky filing; I. All Notices of such person if not already provided)and Proxy materials related to any Annual or Special Meetings of Shareholders of the Trust, setting forth including any that proposed the scope merger, reorganization or liquidation of such authoritya Fund; J. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which JPMorgan is to act as plan agent; K. Such other certificates, documents or opinions that JPMorgan may, in its discretion, deem necessary or appropriate in the proper performance of its duties; and L. A copy of the Trust’s written Anti-Money Laundering Program (k) Any amendmentthe “AML Program”), revocation or other documents altering, adding, qualifying or repealing including any document or authority called for under this Section 2.1related Policies and Procedures. 2.2 M. The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Administrator shall provide or make available to DSC a certified copy furnish JPMorgan with written copies of any resolution amendments to, or changes in, any of the shareholders items referred to in this Paragraph 2 forthwith upon such amendments or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 changes becoming effective. In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the sameaddition, the Trust shall deliver agrees that no amendments or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel changes will be made to the Trust’s Prospectuses or Statement of Additional Information, the AML Program or the Compliance Program, which might have the effect of changing the procedures employed by JPMorgan in providing the services agreed to hereunder or which amendment might affect the duties of JPMorgan hereunder unless the Trust as to the validity first obtains JPMorgan’s approval of such actionamendments or changes, if requested by DSCwhich approval shall not be withheld unreasonably. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; Fund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; ; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; ; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees Directors of the Trust; Fund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; ; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; ; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Series or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: : (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto.; (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Portfolios or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust Fund appointing DSC as Shareholder Services Agent for the Series Portfolios and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series Portfolios in the forms approved by the Board of Trustees of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the SeriesPortfolios; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Portfolios issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock share dividend, stock share split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock share certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' Portfolio shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto.; (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus(es) and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing repeating any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend,, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has Lender shall have received from the Trust (or is otherwise familiar with), the following documents, each to be in form and substance satisfactory to Lender and its counsel: (aA) The Agreement and Declaration Certified copies of Trust or other documents Borrower's casualty insurance policies evidencing the Trust's existence of the insurance coverage required pursuant to this Agreement, together with loss payable endorsements thereto naming Lender as a loss payee or additional insured in form of organization and any current amendments or supplements theretosubstance satisfactory to Lender. (bB) The By-Laws Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence, in a form acceptable to Lender, that such Liens constitute valid and first priority perfected Liens, subject only to any Permitted Liens. (C) A Certificate of the Trust; (c) Any resolution secretary or other action an assistant secretary of Borrower, dated as of the Trust or the Board date Lender makes its initial advance of Trustees loan proceeds pursuant hereto, certifying (i) that attached thereto is a true and complete copy of the Trust establishing or affecting Code of Regulations of Borrower, as in effect on the rightsdate of such certification, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (dii) A certified that attached thereto is a true and complete copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series resolutions, in the forms approved form satisfactory to Lender, adopted by the Board of Trustees Directors of Borrower, authorizing the execution, delivery and performance of this Agreement, the Notes, and each of the Trust;other Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement, the Notes, or any of the other Credit Documents to which Borrower is a party. (fD) A copy of the TrustArticles of Incorporation of Borrower, and all amendments thereto, certified by the Secretary of State of the Borrower's currently effective Prospectuses and Statement state of Additional Information under the Securities Act of 1933, if effective;incorporation. (gE) Copies A good standing certificate for Borrower issued by the Secretary of all account application forms State of Borrower's state of incorporation and the Secretary of State of each other documents relating to shareholder accounts jurisdiction in the Series;which Borrower's qualification is required hereunder. (hF) Copies A certificate signed by the president and chief financial officer of documents relating to Plans Borrower and dated as of the Trust for the purchasedate Lender makes its initial advance of loan proceeds pursuant hereto, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; stating that (i) Any opinion the representations and warranties set forth in Section 7 hereof are true and correct on and as of counsel such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement, and (iii) on such date no event or condition has occurred or is continuing which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default. (G) Duly executed written lien waivers in favor of Lender from each lessor, bailee, warehouseman, mortgagee or similarly situated Person who may, with respect to any location at which any of the Collateral is to be located or stored, by operation of law or otherwise, have any Lien in or upon such Collateral. (H) Duly executed subordination agreements in respect of all Subordinated Debt, specifically including, but not limited to an Acknowledgment, Consent and Agreement or Amended and Restated Subordination Agreement from Seid▇▇▇, ▇▇idencing the agreement of the holder of such Subordinated Debt to subordinate the same in right of payment (and waive the priority of any Permitted Liens on Collateral) to the Trust relating Obligations to the authorization extent and validity of in such manner acceptable to Lender. (I) If required by Lender, a duly executed Depository Agreement with the shares of the Series issued or proposed Depository Bank at which any Depository Account is to be issued under established and, such other agreements, in form and substance acceptable to Lender as to the law collection and/or servicing of Accounts and the State operation of any lockbox required by Lender, all in form satisfactory to the Trust's organization, including the status thereof under any applicable securities laws;Lender. (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (bJ) Written instructions from an authorized officer implementing such change; andBorrower directing the disbursement of the loan proceeds pursuant to this Agreement. (cK) An The written opinion of legal counsel to the Trust Borrower as to the validity enforceability of this Agreement, the Notes, and each of the other Credit Documents, and covering such action, if other issues thereunder and in connection with the transactions contemplated by this Agreement requested by DSCLender and its counsel, in form and substance satisfactory to Lender. 2.5 (L) The Trust warrants Revolving Note, Domestic Term Loan Promissory Note and Term Note, duly executed by Borrower, and such other agreements, instruments and documents, including, without limitation, assignments, security agreements, mortgages, deeds of trust, pledges, guaranties and consents, which Lender may require to be executed in connection herewith, including, but not limited to the following: (ai) The Trust isDuly executed UCC-1 Financing Statements from Borrower, or will bein recordable form, a properly registered investment company under the Investment Company Act of 1940 in form and any substance satisfactory to Lender and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state lawsits counsel. (bii) The provisions of this contract do not violate Duly executed Acknowledgments, Consents and Agreements from NBC, Transport and the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or Affiliates, in form and substance satisfactory to Lender and its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as suchcounsel. (biii) The provisions A duly executed Limited Contract of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or Guaranty from Robe▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ form and substance satisfactory to Lender and its propertycounsel.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has Lender shall have received from the Trust (or is otherwise familiar with), the following documents, each to be in form and substance satisfactory to Lender and its counsel: (aA) The Agreement This Agreement, the Other Agreements and Declaration the Security Documents duly executed and delivered by or on behalf of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws each of the Trustsignatories thereto; (cB) Any resolution or other action Loss payable endorsements on Lender's standard form of the Trust or the Board Loss Payee Endorsement naming Lender as loss payee, and certificates of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or seriesinsurance for Borrower's property and liability insurance policies showing Lender as a co-insured; (dC) A certified copy Duly executed and delivered Lessors Consents or bailee letters with respect to all other premises leased by Borrower or any of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreementits Subsidiaries; (eD) The forms of share Blank stock transfer powers duly executed and delivered by Borrower and S C Holding together with the stock certificates evidencing all of the Series in outstanding shares of capital stock of each Subsidiary pledged under the forms approved by Stock Pledge Agreement and the Board of Trustees of the TrustSubsidiary Stock Pledge Agreement, respectively; (fE) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the security interest of Lender in the Collateral under this Agreement and the Security Documents as well as written reports of examinations of the public records of such filing offices indicating that there are no other Liens of record covering any of the Collateral covered by this Agreement or such Security Documents (except Permitted Liens); (F) A copy of the Trust's currently effective Prospectuses Articles (or Certificate) of Incorporation of Borrower and Statement each of Additional Information under its Subsidiaries, and all amendments thereto, certified by the Securities Act Secretary of 1933, if effectiveState or other appropriate official of its jurisdiction of incorporation; (gG) Copies Good standing certificates for Borrower and each of all account application forms its Subsidiaries, issued by the Secretary of State or other appropriate official of such Person's jurisdiction of incorporation and other documents relating to shareholder accounts in each jurisdiction where the Seriesconduct of such Person's business activities or the ownership of its Properties necessitates qualification; (hH) Copies Closing certificates of documents relating to Plans of the Trust for the purchase, sale or repurchase Borrower and each of its sharesSubsidiaries in the forms of Exhibits G-1 and G-2 attached hereto, including periodic payment or withdrawal plansrespectively, reinvestment plans or retirement plansduly completed and executed by them; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (cI) An opinion of counsel for the Credit Parties in the form of Exhibits J attached hereto (subject to the Trust such changes therein as may be acceptable to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following:Lender); (aJ) If needed, one or more duly executed written agreements establishing the Collection Account with one or more financial institutions acceptable to Lender for the collection or servicing of the Accounts, together with such lockbox or pledged account agreements as may be required by Lender; (K) The Trust is, or will be, a properly registered investment company initial monthly reports regarding Borrower's Eligible Accounts as required under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws.Section 5.2 hereof; and (bL) The provisions of this contract do not violate Such other documents, instruments and agreements as Lender shall reasonably request in connection with the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its propertyforegoing matters. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each any such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates share s or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto;. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock share dividend, stock share split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock share certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Portfolios or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust Fund appointing DSC as Shareholder Services Agent for the Series Portfolios and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series Portfolios in the forms approved by the Board of Trustees of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the SeriesPortfolios; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Portfolios issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' Portfolio shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any A. Each resolution of the Board of Trustees of the Trust authorizing any person the original issue of the shares of the Funds; B. Each Registration Statement filed with the Securities and Exchange Commission (the “SEC”) and amendments thereof; C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to DSC JPMorgan; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. Copies of all policies and procedures adopted by the Board of Trustees, including the Trust’s Compliance Program adopted pursuant to Rule 38a-1 under the 1940 Act (the “Compliance Program”); G. Copies of any or all deficiency letters or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the Financial Industry Regulatory Authority (“FINRA”) or any other administrative or regulatory body, whether governmental or private; H. A listing of all jurisdictions in which each Fund (and class thereof) is lawfully available for sale as of the date of this Agreement (with and in which the Trust desires JPMorgan to effect a specimen signature blue sky filing; I. All Notices of such person if not already provided)and Proxy materials related to any Annual or Special Meetings of Shareholders of the Trust, setting forth including any that proposed the scope merger, reorganization or liquidation of such authoritya Fund; J. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which JPMorgan is to act as plan agent; K. Such other certificates, documents or opinions that JPMorgan may, in its discretion, deem necessary or appropriate in the proper performance of its duties; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 L. The Trust shall provide or make available to DSC a certified copy furnish JPMorgan with written copies of any resolution amendments to, or changes in, any of the shareholders items referred to in this Paragraph 2 forthwith upon such amendments or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 changes becoming effective. In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the sameaddition, the Trust shall deliver agrees that no amendments or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel changes will be made to the Trust’s Registration Statement that might have the effect of changing the procedures employed by JPMorgan in providing the services agreed to hereunder or which amendment might affect the duties of JPMorgan hereunder unless the Trust as to the validity first obtains JPMorgan’s approval of such actionamendments or changes, if requested by DSCwhich approval shall not be withheld unreasonably. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available Company will furnish to DSC (or has given DSC an opportunity Integrated from time to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: (a) The Agreement and Declaration of Trust or other documents evidencing the Trust's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the Trust; (c) Any resolution or other action of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares of the Trust, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a A. Each resolution of the Board of Trustees Directors of the Trust appointing DSC as Shareholder Services Agent for the Series and Company authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) A copy of the Trust's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity original issue of the shares of the Series issued or proposed to be issued under the law of the State of the Trust's organization, including the status thereof under any applicable securities lawsFunds; B. Most recent Registration Statement filed with the Securities and Exchange Commission (jthe “SEC”) and those other Registration Statements requested by Integrated; C. A certified copy of any the Article of Incorporation and the Bylaws of the Company and each amendment thereto; D. Certified copies of each resolution of the Board of Trustees of the Trust Directors authorizing any person officers to give instructions to DSC under Integrated; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. A listing of all jurisdictions in which each Fund (and class thereof) is lawfully available for sale as of the date of this Agreement (with Addendum and in which the Company desires Integrated to effect a specimen signature blue sky filing; G. All Notices of Special Meetings of Shareholders and related Proxy materials that propose the merger, reorganization or liquidation of a Fund; H. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Funds and for which Integrated is to act as plan agent, however, the Company specifies that no such person if not already provided)plans exist as of December 28, setting forth 2004; I. Such other certificates, documents or opinions that Integrated may, in its discretion, deem necessary or appropriate in the scope proper performance of such authorityits duties; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 J. The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Company shall provide or make available to DSC a certified copy furnish Integrated written copies of any resolution amendments to, or changes in, any of the shareholders items referred to in this Paragraph 2 forthwith upon such amendments or changes becoming effective. In addition, the Company agrees that no amendments will be made to the Company’s Prospectuses or Statement of Additional Information, or the Board AML Program, which might have the effect of Trustees changing the procedures employed by Integrated in providing the services agreed to hereunder or which amendment might affect the duties of Integrated hereunder unless the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity Company first obtains Integrated’s approval of such actionamendments or changes, if requested by DSCwhich approval shall not be withheld unreasonably. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and and, DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Series, or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms Form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, ; if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract Agreement do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. Section 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and and, DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) A. The Agreement and Declaration Articles of Trust Incorporation or other documents document evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) B. The By-Laws of the TrustFund; (c) C. Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each any class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each any such class or series; (d) D. A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) E. The forms form of share certificates of the Series Fund in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) F. A copy of the TrustFund's currently effective Prospectuses prospectus and Statement of Additional Information under the Securities Act act of 1933, if effective; (g) G. Copies of all account application forms and other documents relating to shareholder accounts in the Series;Fund. (h) H. Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) I. Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Fund issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) J. A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement Agreement, (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) K. Any amendment, revocation or other documents document altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. Section 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. Section 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. Section 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or share certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A. A certified copy of any document authorizing or effecting such change; (b) B. Written instructions from an authorized officer implementing such change; and (c) C. An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. Section 2.5 The Trust Fund warrants the following: (a) The Trust A. Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) B. The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. Section 2.6 DSC warrants the following: (a) A. DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) B. The provisions of this contract do not violate the terms of any instrument by which DSC the Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series Portfolios, or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series Portfolios and authorizing the execution of this Agreement; (e) The forms of share certificates of for the Series Portfolios in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the SeriesPortfolios; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans, if any; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series Portfolios issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.12. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust represents that it has provided or made available will furnish from time to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust (or is otherwise familiar with), time the following documents: A. Each resolution authorizing the original issue of the shares of the Funds; B. Each Registration Statement filed with the Securities and Exchange Commission (athe "SEC") The Agreement and amendments thereof; C. A certified copy of the applicable Articles of Incorporation or Declaration of Trust of the Funds and the Bylaws of the Funds and each amendment thereto; D. Certified copies of each resolution of the Funds authorizing officers to give instructions to Integrated; E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect; F. Copies of any or all deficiency letters or other correspondence resulting from examinations, audits or reviews conducted by the SEC, the National Association of Securities Dealers ("NASD") or any other administrative or regulatory body, whether governmental or private; G. Copies of all documents evidencing relating to special investment or withdrawal plans which are offered or may be offered in the Trust's form future by the Funds and for which Integrated is to act as plan agent; H. Such other certificates, documents or opinions that Integrated may, in its discretion, deem necessary or appropriate in the proper performance of organization and any current amendments or supplements theretoits duties. (b) The By-Laws I. All Notices of the Trust; (c) Any resolution and Proxy materials related to any Annual or other action Special Meetings of the Trust or the Board of Trustees of the Trust establishing or affecting the rights, privileges or other status of each class or series of shares Shareholders of the Trust, including those relating to the Series any that propose a merger, reorganization or altering or abolishing each such class or seriesliquidation of a Fund; (d) A certified copy of a resolution of the Board of Trustees of the Trust appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees of the Trust; (f) J. A copy of the Trust's currently effective written Anti-Money Laundering Program (the "AML Program"), including any related Policies and Procedures; and K. The Trust shall furnish Integrated with written copies of any amendments to, or changes in, any of the items referred to in this Paragraph 2 forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments or changes will be made to the Trust's Prospectuses and or Statement of Additional Information under Information, the Securities Act AML Program or the Compliance Program, which might have the effect of 1933, if effective; (g) Copies changing the procedures employed by Integrated in providing the services agreed to hereunder or which amendment might affect the duties of all account application forms and other documents relating to shareholder accounts in the Series; (h) Copies of documents relating to Plans of Integrated hereunder unless the Trust for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the Trustfirst obtains Integrated's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees of the Trust authorizing any person to give instructions to DSC under this Agreement (with a specimen signature approval of such person if amendments or changes, which approval shall not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1be withheld unreasonably. 2.2 The Trust and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust shall provide or make available to DSC a certified copy of any resolution of the shareholders or the Board of Trustees of the Trust providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust as to the validity of such action, if requested by DSC. 2.5 The Trust warrants the following: (a) The Trust is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms Form of share certificates of the Series in the forms form approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses Prospectus and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Fund or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates certificate or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.

Documentation. 2.1 The Trust Fund represents that it has provided or made available to DSC (or has given DSC an opportunity to examine) copies of, and DSC represents that it has received from the Trust Fund (or is otherwise familiar with), the following documents: (a) The Agreement and Declaration Articles of Trust Incorporation or other documents evidencing the TrustFund's form of organization and any current amendments or supplements thereto. (b) The By-Laws of the TrustFund; (c) Any resolution or other action of the Trust Fund or the Board of Trustees Directors of the Trust Fund establishing or affecting the rights, privileges or other status of each class or series of shares of the TrustFund, including those relating to the Series or altering or abolishing each such class or series; (d) A certified copy of a resolution of the Board of Trustees Directors of the Trust Fund appointing DSC as Shareholder Services Agent for the Series and authorizing the execution of this Agreement; (e) The forms of share certificates of the Series in the forms approved by the Board of Trustees Directors of the TrustFund; (f) A copy of the TrustFund's currently effective Prospectuses and Statement of Additional Information under the Securities Act of 1933, if effective; (g) Copies of all account application forms and other documents relating to shareholder stockholder accounts in the Series; (h) Copies of documents relating to Plans of the Trust Fund for the purchase, sale or repurchase of its shares, including periodic payment or withdrawal plans, reinvestment plans or retirement plans; (i) Any opinion of counsel to the Trust Fund relating to the authorization and validity of the shares of the Series issued or proposed to be issued under the law of the State of the TrustFund's organization, including the status thereof under any applicable securities laws; (j) A certified copy of any resolution of the Board of Trustees Directors of the Trust Fund authorizing any person to give instructions to DSC under this Agreement (with a specimen signature of such person if not already provided), setting forth the scope of such authority; and (k) Any amendment, revocation or other documents altering, adding, qualifying or repealing any document or authority called for under this Section 2.1. 2.2 The Trust Fund and DSC may consult as to forms or documents that may be required in performing services hereunder. 2.3 The Trust Fund shall provide or make available to DSC a certified copy of any resolution of the shareholders stockholders or the Board of Trustees Directors of the Trust Fund providing for a dividend, capital gains distribution, distribution of capital, stock dividend, stock split or other similar action affecting the authorization or issuance of shares of the Trust Series or the payment of dividends. 2.4 In the case of any recapitalization or other capital adjustment requiring a change in the form of stock certificates or the books recording the same, the Trust Fund shall deliver or make available to DSC: (a) A certified copy of any document authorizing or effecting such change; (b) Written instructions from an authorized officer implementing such change; and (c) An opinion of counsel to the Trust Fund as to the validity of such action, if requested by DSC. 2.5 The Trust Fund warrants the following: (a) The Trust Fund is, or will be, a properly registered investment company under the Investment Company Act of 1940 and any and all Series' shares which it issues will be properly registered and lawfully issued under applicable federal and state laws. (b) The provisions of this contract do not violate the terms of any instrument by which the Trust Fund is bound; nor do they violate any law or regulation of any body having jurisdiction over the Trust Fund or its property. 2.6 DSC warrants the following: (a) DSC is and will be properly registered as a transfer agent under the Securities and Exchange Act of 1934 and is duly authorized to serve, and may lawfully serve as such. (b) The provisions of this contract do not violate the terms of any instrument by which DSC is bound; nor do they violate any law or regulation of any body having jurisdiction over DSC or its property.