Common use of Provision of Certifying Officers Clause in Contracts

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “Certifying Officer”). BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“CFO”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “"Certifying Officer”"). BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 15 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“"CFO”") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS Citi shall make BISYS Citi employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “"Certifying Officer”"). BISYS’ Citi's obligation in this regard shall be met by providing an appropriately qualified employee of BISYS Citi (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS Citi shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' Citi's reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS Citi to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 15 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 15 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS Citi shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“"CFO”") and Chief Legal Officer (if any), at least one BISYS Citi representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYSCiti), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS Citi and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “"Certifying Officer”"). BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 20 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“"CFO”") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “Certifying Officer”). BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's ’s operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 20 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's ’s Principal Executive Officer, Chief Financial Officer (“CFO”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's ’s agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the investment adviser, the custodian and all other service providers to the Company (the “Other Service Providers to the Company, such as the investment adviser and custodianProviders”). In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement, BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company Trust or under such other title to perform similar functions (each, a “"Certifying Officer”"). BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company Trust shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer (“"CFO”") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Trust Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the CompanyTrust, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The CFO shall act as Chairman of the DCP Committee. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “"Certifying Officer”"). BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 20 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“"CFO”") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the other service providers to the Company ("Other Service Providers to the CompanyProviders"), such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject In the event that the Trust elects to have BISYS make BISYS employees available to the Trust to serve, upon designation as such by the Board if the Board so elects, as the Chief Financial Officer of the Trust or under such other title to perform similar functions (each officer who is required to provide a certification pursuant to Xxxxxxxx-Xxxxx, whether or not a BISYS employee, is referred to herein as a "Certifying Officer"), BISYS shall do so, subject to the provisions of this Section 23(c) and Section 23(d) ), and subject to the payment of such additional fees as the parties may agree. As of the date of this Agreement, the Trust has determined that BISYS shall make BISYS employees available will not provide any Certifying Officers to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “Certifying Officer”)Trust. BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities capacity as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 20 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 21 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide that a Certifying Officer shall have the full discretion to decline to certify a particular Report (as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimumdefined in Schedule B to this Agreement) that fails to meet the Company's Principal Executive Officer, Chief Financial Officer (“CFO”) and Chief Legal Officer (if any), at least one BISYS representative other than standards set forth in the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation ofCertification, and to oversee, each report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:Board.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c23(d) and Section 23(d) of this Agreement23(e), BISYS shall make BISYS employees available to the Company Trust to serve, upon designation as such by the Board, as the Chief Executive Officer and Chief Financial Officer of the Company Trust or under such other title titles to perform similar functions (each, a “"Certifying Officer”"). BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her their duties to the CompanyTrust, shall act in good faith and in a manner reasonably believed by them to be in the best interests of the CompanyTrust. BISYS shall select, and may replace, the specific employee employees that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the CompanyTrust's operations (but the designation of any such person or their replacement as a Certifying Officer shall be subject to the approval of the CompanyTrust). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c23(d) have the respective meanings ascribed to them in Item 19 22 of Schedule B. The Fund DCPs shall contain (or the Company Trust and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company Trust shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the CompanyTrust's Principal Executive Officer, Chief Financial Officer (“CFO”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS)CEO of the Trust, at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the CompanyTrust's agents that records, processes, summarizes, or reports information contained in Company Trust Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the CompanyTrust, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet at least ten (10) days prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Item 10 of Form N-CSR and Form N-Q. CSR. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “Certifying Officer”). BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's ’s operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 22 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's ’s Principal Executive Officer, Chief Financial Officer (“CFO”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS)CFO, at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's ’s agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet at least ten (10) days prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Item 10 of Form N-CSR and Form N-Q. CSR. In conducting its review and evaluations, the Fund DCP Committee shall:

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Executive Officer and Chief Financial Officer of the Company or under such other title titles to perform similar functions (each, a “Certifying Officer”). BISYS’ obligation in this regard shall be met by providing an appropriately qualified employee employees of BISYS (or its affiliates) who, in the exercise of his or her their duties to the Company, shall act in good faith and in a manner reasonably believed by them to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' ’ reasonable discretion, taking into account each such person's ’s responsibilities concerning, and familiarity with, the Company's ’s operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 22 of Schedule B to this Agreementhereto. Capitalized terms used but not defined in this Section 23(c) have the respective meanings ascribed to them in Item 19 22 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other thingsThe Company and BISYS acknowledge and agree that the Company has established Fund DCPs, which Fund DCPs have been delivered to BISYS, and that such Fund DCPs provide for mutually agreed procedures as required by the foregoing sentence. The Company shall, in its own capacity, take all reasonably necessary and appropriate measures to comply with its obligations under Xxxxxxxx-Xxxxx. Without limitation of the foregoing, except for those obligations which are expressly delegated to or assumed by BISYS in this Agreement, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“CFO”) and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviserresponsibility for, and such other individuals as may be necessary or appropriate for shall support and facilitate the role of each Certifying Officer and the Fund DCP Committee to ensure in, designing and maintaining the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained Fund DCPs in Company Reports (or other information from which such information is derived)accordance with applicable laws, including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, (a) ensuring that the Fund DCP Committee shall assist the and/or Certifying Officers by requiring that obtain and review sub-certifications acceptable and reports on internal controls from the Company’s investment adviser(s) and other service providers, if any, sufficiently in advance of the date upon which the relevant financial statements must be finalized by BISYS (in order to print, distribute and/or file the same hereunder), (b) evaluation of the effectiveness of the design and operation of the Fund DCP, under the supervision, and with the participation of, the Certifying Officers be provided by Officers, within the Other Service Providers. The Fund DCP Committee shall meet requisite timeframe prior to the filing date of each Report, and (c) ensuring that its Certifying Officers render the requisite certifications or take such other actions as may be permitted or required under applicable laws. A Certifying Officer shall have the full discretion to decline to certify a particular Report that fails to review meet the accuracy standards set forth in the Certification, and completeness to report matters involving fraud or other failures to meet the standards of applicable law to the audit committee of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall:Board.

Provision of Certifying Officers. Subject to the provisions of this Section 23(c) and Section 23(d) of this Agreement), BISYS shall make BISYS employees available to the Company to serve, upon designation as such by the Board, as the Chief Financial Officer of the Company or under such other title to perform similar functions (each, a “"Certifying Officer”"). BISYS’ ' obligation in this regard shall be met by providing an appropriately qualified employee of BISYS (or its affiliates) who, in the exercise of his or her duties to the Company, shall act in good faith and in a manner reasonably believed to be in the best interests of the Company. BISYS shall select, and may replace, the specific employee that it makes available to serve in the designated capacities as a Certifying Officer, in BISYS' reasonable discretion, taking into account each such person's responsibilities concerning, and familiarity with, the Company's operations (but the designation description of any such person as a Certifying Officer shall be subject to the approval of the Company). The obligation of BISYS to provide an employee to serve in such capacity is also subject to, and conditioned upon, the provisions of Item 19 20 of Schedule B to this Agreement. Capitalized terms used but not defined in this Section 23(c23( c) have the respective meanings ascribed to them in Item 19 20 of Schedule B. The Fund DCPs shall contain (or the Company and BISYS shall otherwise establish) mutually agreeable procedures governing the certification process, and the parties shall comply with such procedures in all material respects. Among other things, the procedures shall provide as follows: The Company shall establish and maintain a Fund DCP Committee comprised of persons including (at a minimum) the Company's Principal Executive Officer, Chief Financial Officer (“"CFO”") and Chief Legal Officer (if any), at least one BISYS representative other than the CFO or Chief Compliance Officer, (if such officers are provided by BISYS), at least one representative of the investment adviser, and such other individuals as may be necessary or appropriate for the Fund DCP Committee to ensure the cooperation of, and to oversee, each of the Company's agents that records, processes, summarizes, or reports information contained in Company Reports (or other information from which such information is derived), including BISYS and the Other Service Providers to the Company, such as the investment adviser and custodian. In connection therewith, the Fund DCP Committee shall assist the Certifying Officers by requiring that sub-certifications acceptable to the Certifying Officers be provided by the Other Service Providers. The Fund DCP Committee shall meet prior to the filing date of each Report to review the accuracy and completeness of the relevant Report and record its considerations and conclusions in a written memorandum sufficient to support conclusions pertaining to Fund DCPs as required by the instructions to Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP Committee shall: