Common use of Services as Fund Accountant Clause in Contracts

Services as Fund Accountant. (a) Subject to the direction and control of the Corporation’s Board of Directors and utilizing information provided by the Corporation and its current and prior agents and service providers, the Bank will: (1) calculate daily net asset values of the Fund (i) in accordance with the Corporation’s operating documents and valuation procedures adopted by the Board of Directors as provided to the Bank, (ii) based on security valuations provided or directed by the Corporation, the Corporation’s investment adviser, and pricing service(s) as provided herein, and (iii) based on expense accrual amounts provided by the Corporation or a representative or agent of the Corporation; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Fund’s net asset value; and (3) communicate at an agreed-upon time the net asset values for the Fund to parties as agreed upon from time to time. The duties of the Bank shall be confined to those expressly set forth therein, and no implied duties are assumed by or may be asserted against the Bank hereunder. (b) The Directors of the Corporation shall cause the officers, directors, investment adviser(s) and sub-advisers, legal counsel, independent accountants, administrator, transfer agent, and other service providers and agents, past or present, for the Fund to cooperate with the Bank and to provide the Bank with such information, documents and advice relating to the Fund and the Corporation as necessary and/or appropriate or as requested by the Bank, in order to enable the Bank to perform its duties hereunder. In connection with its duties hereunder, the Bank shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to the Bank by an officer or representative of the Fund or by any of the aforementioned persons (“Authorized Persons”). The Bank shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Corporation. The Bank shall not be held to have notice of any change of authority of any Authorized Person until receipt of written notice thereof from the Corporation. As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services. (c) To the extent required by Rule 31a-3 under the 1940 Act, the Bank hereby agrees that all records which it maintains for the Corporation pursuant to its duties hereunder are the property of the Corporation and further agrees to surrender promptly to the Corporation any of such records upon the Corporation’s request. Subject to the terms of Section 6, and where applicable, the Bank further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by the Bank for the Corporation. (d) The Bank shall employ one or more pricing services, as directed by the Corporation, to determine valuations of portfolio securities. The Corporation shall identify to the Bank the pricing service(s) to be utilized on behalf of the Corporation. The Bank shall value the securities at prices provided by such services. For those securities where prices are not provided by the pricing service(s) utilized by the Bank, the Corporation shall approve, in good faith, the method for determining the fair value of the securities. The Corporation’s investment adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to the Bank the resulting prices for use in connection with its marking to market the value of the Fund’s portfolio securities. The Bank is authorized to rely on the prices provided by such service(s) or by the Corporation’s investment adviser(s) or other authorized representative of the Corporation without investigation or verification. (e) The Corporation’s Board of Directors and the Fund’s investment adviser(s) have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT ACT of 2002, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus and Statement of Additional Information. The Bank’ monitoring and other functions hereunder shall not relieve the Board and the investment adviser(s) of their primary day-to-day responsibility for assuring such compliance.

Services as Fund Accountant. (a) Subject to the direction and control of the CorporationFund’s Board of Directors Trustees and utilizing information provided by the Corporation Fund and its current and prior agents and service providers, the Bank UMBFS will: (1) calculate daily net asset values of the Fund (i) in accordance with the CorporationFund’s operating documents and valuation procedures adopted by the Board of Directors as provided to the BankUMBFS, (ii) based on security valuations provided or directed by the Corporation, the Corporation’s investment adviser, Fund and pricing service(s) as provided herein, and (iii) based on expense accrual amounts provided by the Corporation Fund or a representative or agent of the CorporationFund; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Fund’s net asset valuevalues; and (3) communicate at an agreed-upon time the net asset values for the Fund to parties as agreed upon from time to time. As used in this Agreement, the term “investment adviser” shall mean the Fund’s investment adviser(s), all sub-advisers or persons performing similar services. The duties of the Bank UMBFS shall be confined to those expressly set forth thereinherein, and no implied duties are assumed by or may be asserted against UMBFS hereunder. In the Bank hereunderevent UMBFS is asked to correct any action taken or inaction by any prior service provider then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree. (b) The Directors Fund, under the supervision of the Corporation its Board of Trustees, shall cause the its officers, directorsinvestment adviser(s), legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform its duties hereunder. The Fund shall use its best efforts to cause any of its former officers, investment adviser(s) and sub-advisers, legal counsel, independent accountants, administrator, transfer agent, and custodian or other service providers and agents, past or present, for the Fund to cooperate with the Bank and to provide the Bank UMBFS with such information, documents and advice relating to the Fund and the Corporation communications as necessary and/or appropriate or as requested by the Bank, in order to enable the Bank UMBFS to perform its duties hereunder. In connection with its duties hereunder, the Bank UMBFS shall (without investigation or verification) reasonably be entitled and is hereby instructed to, rely upon any and all instructions, advicecommunications, information or documents provided to the Bank UMBFS by an officer authorized officer, representative or representative agent of the Fund or by any of the aforementioned persons (“Authorized Persons”)persons. The Bank UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the CorporationFund. The Bank UMBFS shall not be held to have notice of any change of authority of any Authorized Person officer, agent, representative or employee of the Fund, investment adviser(s) or service provider until receipt of written notice thereof from the Corporation. As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar servicesFund. (c) To the extent required by Rule 31a-3 under the 1940 Act, the Bank UMBFS hereby agrees that all records which it maintains for the Corporation Fund pursuant to its duties hereunder are the property of the Corporation Fund and further agrees to surrender promptly to the Corporation Fund any of such records upon the CorporationFund’s request. Subject to the terms of Section 6, and where applicable, the Bank UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by the Bank UMBFS for the CorporationFund. (d) The Bank shall employ It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the CorporationFund, to determine valuations of portfolio securities. The Corporation shall identify to the Bank the pricing service(s) to be utilized on behalf securities for purposes of calculating net asset values of the CorporationFund. The Bank UMBFS shall value price the securities at and other holdings of the Fund for which market quotations or prices provided are available by the use of such services. For those securities where (i) prices are not provided by the pricing service(s) utilized by UMBFS, (ii) the Bankprice provided by the pricing service is believed by the adviser to be unreliable, or (iii) a significant event has occurred that will affect the value of the securities (as determined by the adviser), the Corporation Fund, under the supervision of its Board of Trustees and acting through its Valuation Designee, shall approve, in good faith, the method for determining the fair value of the securities. The Corporation’s investment adviser Fund, under the supervision of its Board of Trustees and acting through its Valuation Designee, shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to the Bank UMBFS the resulting prices for use in connection with its marking to market the value calculation of the Fund’s portfolio securitiesnet asset values. The Bank UMBFS is authorized to rely on the prices provided by such service(s) or by the Corporation’s investment adviser(s) or other authorized representative of the Corporation Fund without investigation or verification. (e) The Corporation’s Board of Directors and . It is understood that the Fund’s investment adviser(s) have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with under the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT ACT of 2002, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund the Fund, relating to the portfolio investments as set forth in the Prospectus and Statement of Additional Information. The BankUMBFS’ monitoring and other functions hereunder shall not relieve the Board and the investment adviser(s) of their primary day-to-day responsibility for assuring such compliance. The Fund assumes all responsibility for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless of any efforts made by UMBFS and its suppliers in this regard.

Services as Fund Accountant. (a) Subject to the direction and control of the Corporation’s Board of Directors and utilizing information provided by the Corporation and its current and prior agents and service providers, the Bank UMBFS will: (1) calculate daily net asset values of the Fund Funds (i) in accordance with the Corporation’s operating documents and valuation procedures adopted by the Board of Directors as provided to the BankUMBFS, (ii) based on security valuations provided or directed by the Corporation, the Corporation’s investment adviser, and pricing service(s) as provided herein, and (iii) based on expense accrual amounts provided by the Corporation or a representative or agent of the Corporation; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Fund’s Funds’ net asset value; and (3) communicate at an agreed-upon time the net asset values for the Fund Funds to parties as agreed upon from time to time. The duties of the Bank UMBFS shall be confined to those expressly set forth therein, and no implied duties are assumed by or may be asserted against the Bank UMBFS hereunder. (b) The Directors of the Corporation shall cause the officers, directors, investment adviser(s) and sub-advisers, legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents, past or present, for the Fund Funds to cooperate with the Bank UMBFS and to provide the Bank UMBFS with such information, documents and advice relating to the Fund Funds and the Corporation as necessary and/or appropriate or as reasonably requested by the BankUMBFS, in order to enable the Bank UMBFS to perform its duties hereunder. In connection with its duties hereunder, the Bank UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to the Bank UMBFS by an officer or representative of the Fund Corporation or by any of the aforementioned persons (“Authorized Persons”)persons. The Bank UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Corporation. The Bank UMBFS shall not be held to have notice of any change of authority of any Authorized Person officer, agent, representative or employee of the Corporation, investment adviser(s) or service provider until receipt of written notice thereof from the Corporation. As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services. (c) To the extent required by Rule 31a-3 under the 1940 Act, the Bank UMBFS hereby agrees that all records which it maintains for the Corporation pursuant to its duties hereunder are the property of the Corporation and further agrees to surrender promptly to the Corporation any of such records upon the Corporation’s request. Subject to the terms of Section 6, and where applicable, the Bank UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by the Bank UMBFS for the Corporation. (d) The Bank shall employ It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the Corporation, to determine valuations of portfolio securitiessecurities for purposes of calculating net asset values of the Funds. The Corporation shall identify to the Bank UMBFS the pricing service(s) to be utilized on behalf of the Corporation. The Bank UMBFS shall value price the securities at prices provided and other holdings of the Funds for which market quotations are available by the use of such services. For those securities where prices are not provided by the pricing service(s) utilized by the BankUMBFS, the Corporation shall approve, in good faith, the method for determining the fair value of the securities. The Corporation’s investment adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to the Bank UMBFS the resulting prices for use in connection with its marking to market the value calculation of the Fund’s portfolio securitiesnet asset values. The Bank UMBFS is authorized to rely on the prices provided by such service(s) or by the Corporation’s investment adviser(s) or other authorized representative of the Corporation without investigation or verification. (e) The Corporation’s Board of Directors Corporation and the Fund’s investment adviser(s) have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT ACT of 2002, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus and Statement of Additional Information. The BankUMBFS’ monitoring and other functions hereunder shall not relieve the Board Corporation and the investment adviser(s) of their primary day-to-day responsibility for assuring such compliance.

Services as Fund Accountant. (a) Subject to the direction and control of the CorporationFund’s Board of Directors Trustees and utilizing information provided by the Corporation Fund and its current and prior agents and service providers, the Bank UMBFS will: (1) calculate daily net asset values of the Fund (i) in accordance with the CorporationFund’s operating documents and valuation procedures adopted by the Board of Directors as provided to the BankUMBFS, (ii) based on security valuations provided or directed by the Corporation, the Corporation’s investment adviser, Fund and pricing service(s) as provided herein, and (iii) based on expense accrual amounts provided by the Corporation Fund or a representative or agent of the CorporationFund; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of the Fund’s net asset valuevalues; and (3) communicate at an agreed-upon time the net asset values for the Fund to parties as agreed upon from time to time. As used in this Agreement, the term “investment adviser” shall mean the Fund’s investment adviser(s), all sub-advisers or persons performing similar services. The duties of the Bank UMBFS shall be confined to those expressly set forth thereinherein, and no implied duties are assumed by or may be asserted against UMBFS hereunder. In the Bank hereunderevent UMBFS is asked to correct any action taken or inaction by any prior service provider then UMBFS shall provide such services and be entitled to such compensation as the parties may mutually agree. (b) The Directors Fund, under the supervision of the Corporation its Board of Trustees, shall cause the its officers, directorsinvestment adviser(s), legal counsel, independent accountants, administrator, transfer agent, custodian and other service providers and agents to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform its duties hereunder. The Fund shall use its best efforts to cause any of its former officers, investment adviser(s) and sub-advisers, legal counsel, independent accountants, administrator, transfer agent, and custodian or other service providers and agents, past or present, for the Fund to cooperate with the Bank and to provide the Bank UMBFS with such information, documents and advice relating to the Fund and the Corporation communications as necessary and/or appropriate or as requested by the Bank, in order to enable the Bank UMBFS to perform its duties hereunder. In connection with its duties hereunder, the Bank UMBFS shall (without investigation or verification) reasonably be entitled and is hereby instructed to, rely upon any and all instructions, advicecommunications, information or documents provided to the Bank UMBFS by an officer authorized officer, representative or representative agent of the Fund or by any of the aforementioned persons (“Authorized Persons”)persons. The Bank UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the CorporationFund. The Bank UMBFS shall not be held to have notice of any change of authority of any Authorized Person officer, agent, representative or employee of the Fund, investment adviser(s) or service provider until receipt of written notice thereof from the Corporation. As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar servicesFund. (c) To the extent required by Rule 31a-3 under the 1940 Act, the Bank UMBFS hereby agrees that all records which it maintains for the Corporation Fund pursuant to its duties hereunder are the property of the Corporation Fund and further agrees to surrender promptly to the Corporation Fund any of such records upon the CorporationFund’s request. Subject to the terms of Section 6, and where applicable, the Bank UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by the Bank UMBFS for the CorporationFund. (d) The Bank shall employ It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by the CorporationFund, to determine valuations of portfolio securities. The Corporation shall identify to the Bank the pricing service(s) to be utilized on behalf securities for purposes of calculating net asset values of the CorporationFund. The Bank UMBFS shall value price the securities at and other holdings of the Fund for which market quotations or prices provided are available by the use of such services. For those securities where (i) prices are not provided by the pricing service(s) utilized by UMBFS, (ii) the Bankprice provided by the pricing service is believed by the adviser to be unreliable, or (iii) a significant event has occurred that will affect the value of the securities (as determined by the adviser), the Corporation Fund, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall approve, in good faith, the method for determining the fair value of the securities. The Corporation’s investment adviser Fund, under the supervision of its Board of Trustees and acting through its Valuation Committee, shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to the Bank UMBFS the resulting prices for use in connection with its marking to market the value calculation of the Fund’s portfolio securitiesnet asset values. The Bank UMBFS is authorized to rely on the prices provided by such service(s) or by the Corporation’s investment adviser(s) or other authorized representative of the Corporation Fund without investigation or verification. (e) The Corporation’s Board of Directors and It is understood that the Fund’s investment adviser(s) have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with under the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT ACT of 2002, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus and Statement of Additional Information. The BankUMBFS’ monitoring and other functions hereunder shall not relieve the Board and the investment adviser(s) of their primary day-to-day responsibility for assuring such compliance.