Common use of Representations and Warranties Clause in Contracts

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust (a) Each Fund hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust such Company, on behalf of itself or its Series, as applicable in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Company or Series, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It is conducting its business in material compliance in all material respects with all applicable laws and laws, regulations, both rules, decrees, orders and codes, whether global, state and federal, provincial or local (collectively, “Laws”) has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund or as otherwise provided by the Investment Adviser. To the extent the performance of any services related to the computation of the Net Asset Value as described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon either in writing or orally to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies either in writing or orally (provided that in each case the Fund will provide written confirmation of such Oral Instructions within twenty-four (24) hours or as promptly as practical under the circumstances), and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) Each person named on Exhibit B hereto, as may be amended from time to time at the discretion of the Fund or the Investment Adviser, is duly authorized by such Fund to be an Authorized Person hereunder; (vi) The Fund shall treat as confidential the fee schedule, rate card and all compensation details contemplated by and in any way related to this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) to any other person when required by applicable law, court order or legal process, (iii) as agreed in writing by BNY Mellon or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; (vii) The Fund shall promptly notify BNY Mellon in writing of any and all legal proceedings filed against the Fund, the Board, or to its knowledge, the Investment Adviser to the extent such legal proceedings, if resolved in a manner adverse to the Fund, the Investment Adviser or the Board, as applicable, would be reasonably expected to materially impair the ability to satisfy obligations or receive services as contemplated by this Agreement; and (viii) The Fund acknowledges that certain information provided by BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’s websites and as set forth in Appendix I, provided that the Fund may disclose, reproduce or redistribute such information to (1) affiliates of the Fund for their internal use in connection with the services provided under this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel; (3) to any other person when required by applicable law, court order or legal process; and/or (4) whenever advised by its counsel that it would be liable for failure to make such disclosure. See Appendix I for electronic access terms and conditions. B. USBFS (b) BNY Mellon hereby represents and warrants to the Trusteach Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSBNY Mellon, enforceable in accordance with its terms, subject and BNY Mellon has all necessary registrations and/or licenses necessary to bankruptcyperform the services under this Agreement; (iii) BNY Mellon’s entrance into this Agreement shall not cause a breach or be in conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to BNY Mellon; (iv) No legal or administrative actions have been instituted which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (v) BNY Mellon has completed, insolvencyobtained and performed all registrations, reorganizationfilings, moratorium approvals, and authorizations, consents or examinations required by any government or governmental authority to which BNY Mellon is subject, to perform the services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect. (vi) BNY Mellon shall provide the services under this Agreement to the Funds in accordance with the terms and conditions of Schedule I attached hereto and this Agreement, including for the avoidance of doubt, in accordance with the NAV Error Policy; (vii) To the best of BNY Mellon’s knowledge, all the information relating to BNY Mellon that BNY Mellon or its authorized agents have given to a Fund in connection with the due diligence performed during the request for proposal process and with the transactions contemplated by this Agreement, and to the Board of Directors of the Fund in connection with its due diligence process, is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from BNY Mellon of any changes which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (viii) BNY Mellon shall comply with all Laws applicable to the performance of its services, and its standard of performance of such services shall be in accord with such standards as may be imposed by such laws and the requirements of all applicable regulatory authorities having jurisdiction over BNY Mellon. BNY Mellon has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Fund or the Fund’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, BNY Mellon will provide summary procedures and updates, as applicable, to the CCO and the Fund concerning its compliance with applicable laws and regulations; (ix) As of the Effective Date and thereafter during the term of this Agreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellon nor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take any action or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate, any Fund, or any Fund Affiliate to be in violation of any applicable anti-corruption laws in any jurisdictions where it conducts business, including without limitation the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and of the U.K. Bribery Act (collectively, “FCPA”); (ii) no part of any monies or consideration paid hereunder shall accrue for the benefit of any official of the government of any country or any agency thereof; (iii) BNY Mellon’s global compliance program for FCPA includes a written global policy supplemented by companywide and business specific internal guidance and procedures, a designated anti-corruption compliance officer, anti-corruption risk assessments and internal controls, as well as internal training and a regular auditing/monitoring program; (iv) BNY Mellon’s global FCPA policy and related gifts and entertainment policies require that no employee or anyone else acting on behalf of BNY Mellon offers, promises, gives, solicits or accepts any payment or other thing of value, directly or indirectly, to or from any government official, or any other party in a commercial transaction, with the purpose of obtaining or retaining business, to receive any business advantage or to direct business to any person; and (v) the compliance program BNY Mellon has in place adequately addresses the FCPA risks in its global operations. BNY Mellon shall make available for review by the Fund, or its designee, upon the Fund’s reasonable request at any time during the term of this Agreement, books, records, and other laws documentation relevant to its compliance with the FCPA in connection with the services provided under this Agreement. At the Fund’s request, not more than once annually, BNY Mellon shall certify in writing that, to the best of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance knowledge, it has complied in all material respects with all this Section 3(b)(ix). BNY Mellon does not undertake any responsibility or liability with respect to FCPA compliance measures that the Fund may be required to undertake under applicable laws Law; (x) BNY Mellon has implemented and regulationsmaintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, both state regulatory and federalbusiness needs applicable to BNY Mellon’s delivery of the services hereunder) to safeguard each Fund’s records and data and BNY Mellon’s records, data, equipment facilities and other property that it uses in the performance of its obligations under this Agreement from loss or damage attributable to fire, theft, or any other cause, and has obtained all regulatory approvals necessary BNY Mellon will make such changes to carry on its business the procedures and systems from time to time as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision are reasonably required for the secure performance of its charterobligations under this Agreement, bylaws or provided, however, BNY Mellon shall not make any contract binding it or affecting modification to its property which disaster recovery and business continuity plans that would prohibit its execution or performance materially and adversely affect their application to the Fund; (xi) BNY Mellon will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of BNY Mellon’s duties and responsibilities under this Agreement; (xii) BNY Mellon has (and will ensure that BNY Mellon Affiliates have) implemented, and will continue to maintain and update during the term of this Agreement, an information security program with written policies and procedures designed to protect the confidentiality and integrity of the Fund’s Confidential Information that will comply with industry practice for the services provided under this Agreement, the confidentiality provisions of this Agreement, and that are no less rigorous than those maintained by BNY Mellon for its own information of a similar nature or for information of a similar nature that BNY Mellon receives from other BNY Mellon existing clients for the services provided under this Agreement. The information security program will contain administrative technical and physical safeguards, appropriate to the type of information concerned, designed to: (a) protect the security and confidentiality of such information; (b) protect against anticipated threats or hazards to the security or integrity of such information; (c) protect against unauthorized access to or use or alteration of such information, and (d) protect against the destruction or loss of such information and (e) provide for appropriate disposal of such information. BNY Mellon shall provide for (i) computer and technology security systems, including firewalls and encryption where appropriate, (ii) physical security procedures, including security guards and regular monitoring of work areas within data centers, (iii) security assessments of third party vendors and other third party subcontractors, (iv) ongoing monitoring of system activities and personnel providing services, (v) password complexity rules, expiration parameters and security systems, and (vi) a current real-time intrusion detection system and intrusion detection operational procedures. Without limiting any of the other provisions of this Agreement governing the treatment of Confidential Information, BNY Mellon shall only transfer (including internal BNY Mellon transfers that occur beyond the internal firewalls of BNY Mellon) the Fund’s Confidential Information in accordance with the requirements of commercially reasonable standards; and (xiii) BNY Mellon shall comply (and shall cause the BNY Mellon Affiliates and subcontractors to comply to the extent applicable for the purpose of this Agreement) with their respective obligations set forth in any applicable data protection or privacy Laws of any jurisdiction. (c) TRP hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (ii) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved the terms of this Agreement and acknowledged any such fees and expenses and any such benefits; and (iii) TRP acknowledges that certain information provided by BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websit

Representations and Warranties. A. The Trust Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCompany, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust (a) Each Fund hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust such Company, on behalf of itself or its Series, as applicable in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Company or Series, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It is conducting its business in material compliance in all material respects with all applicable laws and laws, regulations, both rules, decrees, orders and codes, whether global, state and federal, provincial or local (collectively, “Laws”) has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.; B. USBFS (iv) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund or as otherwise provided by the Investment Adviser. To the extent the performance of any services related to the computation of the Net Asset Value as described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon either in writing or orally to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies either in writing or orally (provided that in each case the Fund will provide written confirmation of such Oral Instructions within twenty-four (24) hours or as promptly as practical under the circumstances), and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) Each person named on Exhibit B hereto, as may be amended from time to time at the discretion of the Fund or the Investment Adviser, is duly authorized by such Fund to be an Authorized Person hereunder; (vi) The Fund shall treat as confidential the fee schedule, rate card and all compensation details contemplated by and in any way related to this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) to any other person when required by applicable law, court order or legal process, (iii) as agreed in writing by BNY Mellon or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; (vii) The Fund shall promptly notify BNY Mellon in writing of any and all legal proceedings filed against the Fund, the Board, or to its knowledge, the Investment Adviser to the extent such legal proceedings, if resolved in a manner adverse to the Fund, the Investment Adviser or the Board, as applicable, would be reasonably expected to materially impair the ability to satisfy obligations or receive services as contemplated by this Agreement; and (viii) The Fund acknowledges that certain information provided by ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to (b) BNY Mellon hereby represents and warrants to the Trusteach Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSBNY Mellon, enforceable in accordance with its terms, subject and BNY Mellon has all necessary registrations and/or licenses necessary to bankruptcyperform the services under this Agreement; (iii) BNY Mellon’s entrance into this Agreement shall not cause a breach or be in conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to BNY Mellon; (iv) No legal or administrative actions have been instituted which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (v) BNY Mellon has completed, insolvencyobtained and performed all registrations, reorganizationfilings, moratorium approvals, and authorizations, consents or examinations required by any government or governmental authority to which BNY Mellon is subject, to perform the services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect. (vi) BNY Mellon shall provide the services under this Agreement to the Funds in accordance with the terms and conditions of Schedule I attached hereto and this Agreement, including for the avoidance of doubt, in accordance with the NAV Error Policy; (vii) To the best of BNY Mellon’s knowledge, all the information relating to BNY Mellon that BNY Mellon or its authorized agents have given to a Fund in connection with the due diligence performed during the request for proposal process and with the transactions contemplated by this Agreement, and to the Board of Directors of the Fund in connection with its due diligence process, is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from BNY Mellon of any changes which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (viii) BNY Mellon shall comply with all Laws applicable to the performance of its services, and its standard of performance of such services shall be in accord with such standards as may be imposed by such laws and the requirements of all applicable regulatory authorities having jurisdiction over ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Fund or the Fund’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, BNY Mellon will provide summary procedures and updates, as applicable, to the CCO and the Fund concerning its compliance with applicable laws and regulations; (ix) As of the Effective Date and thereafter during the term of this Agreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellon nor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take any action or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate, any Fund, or any Fund Affiliate to be in violation of any applicable anti-corruption laws in any jurisdictions where it conducts business, including without limitation the (x) BNY Mellon has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to BNY Mellon’s delivery of the services hereunder) to safeguard each Fund’s records and data and BNY Mellon’s records, data, equipment facilities and other laws property that it uses in the performance of general its obligations under this Agreement from loss or damage attributable to fire, theft, or any other cause, and BNY Mellon will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations under this Agreement, provided, however, BNY Mellon shall not make any modification to its disaster recovery and business continuity plans that would materially and adversely affect their application affecting to the rights Fund; (xi) BNY Mellon will maintain a fidelity bond and remedies an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of creditors BNY Mellon’s duties and secured partiesresponsibilities under this Agreement; (xii) BNY Mellon has (and will ensure that BNY Mellon Affiliates have) implemented, and will continue to maintain and update during the term of this Agreement, an information security program with written policies and procedures designed to protect the confidentiality and integrity of the Fund’s Confidential Information that will comply with industry practice for the services provided under this Agreement, the confidentiality provisions of this Agreement, and that are no less rigorous than those maintained by BNY Mellon for its own information of a similar nature or for information of a similar nature that BNY Mellon receives from other BNY Mellon existing clients for the services provided under this Agreement. The information security program will contain administrative technical and physical safeguards, appropriate to the type of information concerned, designed to: (a) protect the security and confidentiality of such information; (b) protect against anticipated threats or hazards to the security or integrity of such information; (c) protect against unauthorized access to or use or alteration of such information, and (d) protect against the destruction or loss of such information and (e) provide for appropriate disposal of such information. BNY Mellon shall provide for (i) computer and technology security systems, including firewalls and encryption where appropriate, (ii) physical security procedures, including security guards and regular monitoring of work areas within data centers, (iii) security assessments of third party vendors and other third party subcontractors, (iv) ongoing monitoring of system activities and personnel providing services, (v) password complexity rules, expiration parameters and security systems, and (vi) a current real-time intrusion detection system and intrusion detection operational procedures. Without limiting any of the other provisions of this Agreement governing the treatment of Confidential Information, BNY Mellon shall only transfer (including internal BNY Mellon transfers that occur beyond the internal firewalls of BNY Mellon) the Fund’s Confidential Information in accordance with the requirements of commercially reasonable standards; and (3xiii) It is conducting its business in compliance in all material respects with all BNY Mellon shall comply (and shall cause the BNY Mellon Affiliates and subcontractors to comply to the extent applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance for the purpose of this Agreement) with their respective obligations set forth in any applicable data protection or privacy Laws of any jurisdiction. (c) TRP hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (ii) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved the terms of this Agreement and acknowledged any such fees and expenses and any such benefits; and (iii) TRP acknowledges that certain information provided by ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate Licensor with respect to such information. Therefore, TRP further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’s websites and as set forth in Appendix I, provided that TRP may disclose, reproduce or redistribute such information to (1) affiliates of TRP for their internal use in connection with the services provided to the Funds under this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel in connection with the services provided to the Funds under this Agreement; (3) to any other person when required by applicable law, court order or legal process in connection with the services provided to the Funds under this Agreement; and/or (4) whenever advised by its counsel that it would be liable for failure to make such disclosure.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; and (5) All records of the Trust provided to USBGFS by the Trust or by a prior service provider of the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided. B. USBFS USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust (a) Each Fund hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust such Company, on behalf of itself or its Series, as applicable in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Company or Series, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It is conducting its business in material compliance in all material respects with all applicable laws and laws, regulations, both rules, decrees, orders and codes, whether global, state and federal, provincial or local (collectively, “Laws”) has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund or as otherwise provided by the Investment Adviser. To the extent the performance of any services related to the computation of the Net Asset Value as described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon either in writing or orally to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies either in writing or orally (provided that in each case the Fund will provide written confirmation of such Oral Instructions within twenty-four (24) hours or as promptly as practical under the circumstances), and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) Each person named on Exhibit B hereto, as may be amended from time to time at the discretion of the Fund or the Investment Adviser, is duly authorized by such Fund to be an Authorized Person hereunder; (vi) The Fund shall treat as confidential the fee schedule, rate card and all compensation details contemplated by and in any way related to this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) to any other person when required by applicable law, court order or legal process, (iii) as agreed in writing by BNY Mellon or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; (vii) The Fund shall promptly notify BNY Mellon in writing of any and all legal proceedings filed against the Fund, the Board, or to its knowledge, the Investment Adviser to the extent such legal proceedings, if resolved in a manner adverse to the Fund, the Investment Adviser or the Board, as applicable, would be reasonably expected to materially impair the ability to satisfy obligations or receive services as contemplated by this Agreement; and (viii) The Fund acknowledges that certain information provided by ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’s websites and as set forth in Appendix I, provided that the Fund may disclose, reproduce or redistribute such information to (1) affiliates of the Fund for their internal use in connection with the services provided under this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel; (3) to any other person when required by applicable law, court order or legal process; and/or (4) whenever advised by its counsel that it would be liable for failure to make such disclosure. See Appendix I for electronic access terms and conditions. B. USBFS (b) BNY Mellon hereby represents and warrants to the Trusteach Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSBNY Mellon, enforceable in accordance with its terms, subject and BNY Mellon has all necessary registrations and/or licenses necessary to bankruptcyperform the services under this Agreement; (iii) BNY Mellon’s entrance into this Agreement shall not cause a breach or be in conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to BNY Mellon; (iv) No legal or administrative actions have been instituted which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (v) BNY Mellon has completed, insolvencyobtained and performed all registrations, reorganizationfilings, moratorium approvals, and authorizations, consents or examinations required by any government or governmental authority to which BNY Mellon is subject, to perform the services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect. (vi) BNY Mellon shall provide the services under this Agreement to the Funds in accordance with the terms and conditions of Schedule I attached hereto and this Agreement, including for the avoidance of doubt, in accordance with the NAV Error Policy; (vii) To the best of BNY Mellon’s knowledge, all the information relating to BNY Mellon that BNY Mellon or its authorized agents have given to a Fund in connection with the due diligence performed during the request for proposal process and with the transactions contemplated by this Agreement, and to the Board of Directors of the Fund in connection with its due diligence process, is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from BNY Mellon of any changes which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (viii) BNY Mellon shall comply with all Laws applicable to the performance of its services, and its standard of performance of such services shall be in accord with such standards as may be imposed by such laws and the requirements of all applicable regulatory authorities having jurisdiction over ▇▇▇ ▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Fund or the Fund’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, BNY Mellon will provide summary procedures and updates, as applicable, to the CCO and the Fund concerning its compliance with applicable laws and regulations; (ix) As of the Effective Date and thereafter during the term of this Agreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellon nor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take any action or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate, any Fund, or any Fund Affiliate to be in violation of any applicable anti-corruption laws in any jurisdictions where it conducts business, including without limitation the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and of the U.K. Bribery Act (collectively, “FCPA”); (ii) no part of any monies or consideration paid hereunder shall accrue for the benefit of any official of the government of any country or any agency thereof; (iii) BNY Mellon’s global compliance program for FCPA includes a written global policy supplemented by companywide and business specific internal guidance and procedures, a designated anti-corruption compliance officer, anti-corruption risk assessments and internal controls, as well as internal training and a regular auditing/monitoring program; (iv) BNY Mellon’s global FCPA policy and related gifts and entertainment policies require that no employee or anyone else acting on behalf of BNY Mellon offers, promises, gives, solicits or accepts any payment or other thing of value, directly or indirectly, to or from any government official, or any other party in a commercial transaction, with the purpose of obtaining or retaining business, to receive any business advantage or to direct business to any person; and (v) the compliance program BNY Mellon has in place adequately addresses the FCPA risks in its global operations. BNY Mellon shall make available for review by the Fund, or its designee, upon the Fund’s reasonable request at any time during the term of this Agreement, books, records, and other laws documentation relevant to its compliance with the FCPA in connection with the services provided under this Agreement. At the Fund’s request, not more than once annually, BNY Mellon shall certify in writing that, to the best of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance knowledge, it has complied in all material respects with all this Section 3(b)(ix). BNY Mellon does not undertake any responsibility or liability with respect to FCPA compliance measures that the Fund may be required to undertake under applicable laws Law; (x) BNY Mellon has implemented and regulationsmaintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, both state regulatory and federalbusiness needs applicable to BNY Mellon’s delivery of the services hereunder) to safeguard each Fund’s records and data and BNY Mellon’s records, data, equipment facilities and other property that it uses in the performance of its obligations under this Agreement from loss or damage attributable to fire, theft, or any other cause, and has obtained all regulatory approvals necessary BNY Mellon will make such changes to carry on its business the procedures and systems from time to time as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision are reasonably required for the secure performance of its charterobligations under this Agreement, bylaws or provided, however, BNY Mellon shall not make any contract binding it or affecting modification to its property which disaster recovery and business continuity plans that would prohibit its execution or performance materially and adversely affect their application to the Fund; (xi) BNY Mellon will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of BNY Mellon’s duties and responsibilities under this Agreement; (xii) BNY Mellon has (and will ensure that BNY Mellon Affiliates have) implemented, and will continue to maintain and update during the term of this Agreement, an information security program with written policies and procedures designed to protect the confidentiality and integrity of the Fund’s Confidential Information that will comply with industry practice for the services provided under this Agreement, the confidentiality provisions of this Agreement, and that are no less rigorous than those maintained by BNY Mellon for its own information of a similar nature or for information of a similar nature that BNY Mellon receives from other BNY Mellon existing clients for the services provided under this Agreement. The information security program will contain administrative technical and physical safeguards, appropriate to the type of information concerned, designed to: (a) protect the security and confidentiality of such information; (b) protect against anticipated threats or hazards to the security or integrity of such information; (c) protect against unauthorized access to or use or alteration of such information, and (d) protect against the destruction or loss of such information and (e) provide for appropriate disposal of such information. BNY Mellon shall provide for (i) computer and technology security systems, including firewalls and encryption where appropriate, (ii) physical security procedures, including security guards and regular monitoring of work areas within data centers, (iii) security assessments of third party vendors and other third party subcontractors, (iv) ongoing monitoring of system activities and personnel providing services, (v) password complexity rules, expiration parameters and security systems, and (vi) a current real-time intrusion detection system and intrusion detection operational procedures. Without limiting any of the other provisions of this Agreement governing the treatment of Confidential Information, BNY Mellon shall only transfer (including internal BNY Mellon transfers that occur beyond the internal firewalls of BNY Mellon) the Fund’s Confidential Information in accordance with the requirements of commercially reasonable standards; and (xiii) BNY Mellon shall comply (and shall cause the BNY Mellon Affiliates and subcontractors to comply to the extent applicable for the purpose of this Agreement) with their respective obligations set forth in any applicable data protection or privacy Laws of any jurisdiction. (c) TRP hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (ii) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved the terms of this Agreement and acknowledged any such fees and expenses and any such benefits; and (iii) TRP acknowledges that certain information provided by ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websit

Representations and Warranties. A. (a) The Trust hereby represents and warrants to USBFSDelaware Trustee, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementin its individual capacity, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustDepositor, which representations and warranties shall be deemed to be continuing throughout for the term benefit of this Agreementthe Certificateholders, that: (1i) It it is a Delaware banking corporation duly organized and validly existing in good standing under the laws of the jurisdiction State of its organizationDelaware and has all requisite power and authority to execute, with full power to carry on its business as now conducted, to enter into this Agreement deliver and to perform its obligations hereunderunder this Agreement; (2ii) This it has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement has been duly authorized, will be executed and delivered by USBFS in accordance with all requisite action one of its officers who is duly authorized to execute and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with deliver this Agreement on its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured partiesbehalf; and (3iii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on neither the execution nor the delivery by it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound. (b) The Owner Trustee, in its individual capacity, hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that: (i) it is a New York banking corporation duly organized and validly existing in good standing under the laws of the State of New York and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (ii) it has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and (iii) neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or New York law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. C. USBFS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH THE SYSTEM.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; (5) All records of the Trust (including, without limitation, all shareholder and account records) provided to USBGFS by the Trust or by a prior transfer agent of the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided; and (6) The Trust has a reasonable belief that it knows the true identity of all shareholders of the Trust as of the date of this Agreement including, to the extent applicable, the beneficial owners of such shareholders, and USBGFS is entitled to rely on such identification by the Trust. B. USBFS USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; and (5) All records of the Trust provided to Fund Services by the Trust or by a prior service provider of the Trust are accurate and complete and Fund Services is entitled to rely on all such records in the form provided. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCompany, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Company to make a continuous public offering of its shares. B. USBFS hereby represents and warrants to the TrustCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. (a) You represent and warrant that: (i) you are a “bank” as such term is defined in Section 3(a)(6) of the Exchange Act; (ii) you shall promptly provide written notice to us in the event that you shall cease to be a “bank” as such term is defined in Section 3(a)(6) of the Exchange Act. In such event, this Agreement shall be automatically terminated upon such written notice; (iii) the compensation payable to you pursuant to this Agreement, together with any other compensation payable to you by your customers in connection with the investment of their assets in shares of the Funds, will be properly disclosed by you to your customers, will be authorized by your customers and will not result in an unauthorized fee to you; (iv) if you are a federally chartered and supervised bank or thrift institution, you shall perform only those activities as are consistent with your statutory and regulatory obligations and, in providing services hereunder, shall at all times act in compliance with the Interagency Statement on Retail Sales of Nondeposit Investment Products issued by The Trust hereby Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, and the Office of Thrift Supervision (February 15, 1994) or any successor interagency requirements as in force at the time such services are provided; (v) you will, on reasonable request, (i) provide us with certifications and representations related to the performance of this Agreement or your agreements, representations, warranties, covenants or agreements herein (“Compliance Matters”) and (ii) permit us or the Funds (or agents thereof), as well as appropriate regulatory authorities, to obtain information and records, and to inspect your facilities, relating to Compliance Matters; (vi) you will provide to us and each applicable Fund such information relating to your services pursuant to this Agreement as may be required to be maintained by us and/or such Fund under applicable federal or state laws, and the rules, regulations, requirements or conditions of applicable regulatory and self-regulatory agencies or authorities; (vii) to the extent applicable, you will provide to the Funds or any of their designated agents such periodic reports as any Fund shall reasonably conclude is necessary to enable such Fund to comply with state Blue Sky requirements; (viii) if you make available to your customers shares of any money market Fund that is classified as a “retail” money market fund for purposes of Rule 2a-7 under the 1940 Act (“Retail MMF”), (a) you have adopted and implemented policies, procedures and internal controls reasonably designed to limit all beneficial owners of such Retail MMF shares to natural persons (as such term is used or interpreted by the SEC or its staff); (b) you will take commercially reasonable efforts to ensure that all current and future beneficial owners of such Retail MMF shares are natural persons; and (c) you will promptly redeem any such Retail MMF shares held by your customers who do not qualify as natural persons, consistent with applicable law; (ix) if you maintain an account in a Retail MMF for another financial intermediary, such other financial intermediary has agreed or represented to you that it has adopted and implemented policies, procedures and internal controls reasonably designed to limit all beneficial owners of such Retail MMF shares to natural persons; and (x) you shall notify us immediately in the event of a violation by you of any applicable federal or state law, rule, regulation, requirement or condition arising out of or in connection with this Agreement, or which may otherwise affect in any material way your ability to fulfill your obligations in accordance with the terms of this Agreement. (b) We represent and warrant to you that we are duly registered as a broker-dealer with the SEC and, to the extent required, with applicable state agencies or authorities having jurisdiction over securities matters, and we are a member of the Financial Industry Regulatory Authority. (c) Each party hereto further represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, other party that: (1i) It it is a corporation, partnership or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it was organized; (ii) it will comply with all applicable federal and state laws, and the rules, regulations, requirements and conditions of all applicable regulatory and self-regulatory agencies or authorities in the performance of its organization, with full power to carry on its business as now conducted, to enter into duties and responsibilities under this Agreement; (iii) the execution and delivery of this Agreement and to perform its obligations hereunder;the performance of the transactions contemplated hereby have been duly authorized by all necessary action, and all other authorizations and approvals (if any) required for the lawful execution, delivery and performance of this Agreement have been obtained; and (2iv) This Agreement has been duly authorizedupon execution and delivery by it, executed and delivered assuming due and valid execution and delivery by the Trust in accordance with all requisite action and constitutes other party, this Agreement will constitute a valid and legally binding obligation of the Trustagreement, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous private offering of its shares. In the event that the Trust determines to make a continuous public offering of shares, a registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charterdeclaration of trust, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; (5) All records of the Trust (including, without limitation, all shareholder and account records) provided to Fund Services by the Trust or by a prior transfer agent of the Trust are accurate and complete and Fund Services is entitled to rely on all such records in the form provided; and (6) The Trust has a reasonable belief that it knows the true identity of all shareholders of the Trust as of the date of this Agreement including, to the extent applicable, the beneficial owners of such shareholders, and Fund Services is entitled to rely on such identification by the Trust. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust (a) Each Fund hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust such Company, on behalf of itself or its Series, as applicable in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Company or Series, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It is conducting its business in material compliance in all material respects with all applicable laws and laws, regulations, both rules, decrees, orders and codes, whether global, state and federal, provincial or local (collectively, “Laws”) has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund or as otherwise provided by the Investment Adviser. To the extent the performance of any services related to the computation of the Net Asset Value as described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon either in writing or orally to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies either in writing or orally (provided that in each case the Fund will provide written confirmation of such Oral Instructions within twenty-four (24) hours or as promptly as practical under the circumstances), and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) Each person named on Exhibit B hereto, as may be amended from time to time at the discretion of the Fund or the Investment Adviser, is duly authorized by such Fund to be an Authorized Person hereunder; (vi) The Fund shall treat as confidential the fee schedule, rate card and all compensation details contemplated by and in any way related to this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) to any other person when required by applicable law, court order or legal process, (iii) as agreed in writing by BNY Mellon or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; (vii) The Fund shall promptly notify BNY Mellon in writing of any and all legal proceedings filed against the Fund, the Board, or to its knowledge, the Investment Adviser to the extent such legal proceedings, if resolved in a manner adverse to the Fund, the Investment Adviser or the Board, as applicable, would be reasonably expected to materially impair the ability to satisfy obligations or receive services as contemplated by this Agreement; and (viii) The Fund acknowledges that certain information provided by BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’s websites and as set forth in Appendix I, provided that the Fund may disclose, reproduce or redistribute such information to (1) affiliates of the Fund for their internal use in connection with the services provided under this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel; (3) to any other person when required by applicable law, court order or legal process; and/or (4) whenever advised by its counsel that it would be liable for failure to make such disclosure. See Appendix I for electronic access terms and conditions. B. USBFS (b) BNY Mellon hereby represents and warrants to the Trusteach Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSBNY Mellon, enforceable in accordance with its terms, subject and BNY Mellon has all necessary registrations and/or licenses necessary to bankruptcyperform the services under this Agreement; (iii) BNY Mellon’s entrance into this Agreement shall not cause a breach or be in conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to BNY Mellon; (iv) No legal or administrative actions have been instituted which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (v) BNY Mellon has completed, insolvencyobtained and performed all registrations, reorganizationfilings, moratorium approvals, and authorizations, consents or examinations required by any government or governmental authority to which BNY Mellon is subject, to perform the services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect. (vi) BNY Mellon shall provide the services under this Agreement to the Funds in accordance with the terms and conditions of Schedule I attached hereto and this Agreement, including for the avoidance of doubt, in accordance with the NAV Error Policy; (vii) To the best of BNY Mellon’s knowledge, all the information relating to BNY Mellon that BNY Mellon or its authorized agents have given to a Fund in connection with the due diligence performed during the request for proposal process and with the transactions contemplated by this Agreement, and to the Board of Directors of the Fund in connection with its due diligence process, is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from BNY Mellon of any changes which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement; (viii) BNY Mellon shall comply with all Laws applicable to the performance of its services, and its standard of performance of such services shall be in accord with such standards as may be imposed by such laws and the requirements of all applicable regulatory authorities having jurisdiction over BNY Mellon. BNY Mellon has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Fund or the Fund’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, BNY Mellon will provide summary procedures and updates, as applicable, to the CCO and the Fund concerning its compliance with applicable laws and regulations; (ix) As of the Effective Date and thereafter during the term of this Agreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellon nor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take any action or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate, any Fund, or any Fund Affiliate to be in violation of any applicable anti-corruption laws in any jurisdictions where it conducts business, including without limitation the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and of the U.K. Bribery Act (collectively, “FCPA”); (ii) no part of any monies or consideration paid hereunder shall accrue for the benefit of any official of the government of any country or any agency thereof; (iii) BNY Mellon’s global compliance program for FCPA includes a written global policy supplemented by companywide and business specific internal guidance and procedures, a designated anti-corruption compliance officer, anti-corruption risk assessments and internal controls, as well as internal training and a regular auditing/monitoring program; (iv) BNY Mellon’s global FCPA policy and related gifts and entertainment policies require that no employee or anyone else acting on behalf of BNY Mellon offers, promises, gives, solicits or accepts any payment or other thing of value, directly or indirectly, to or from any government official, or any other party in a commercial transaction, with the purpose of obtaining or retaining business, to receive any business advantage or to direct business to any person; and (v) the compliance program BNY Mellon has in place adequately addresses the FCPA risks in its global operations. BNY Mellon shall make available for review by the Fund, or its (x) BNY Mellon has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to BNY Mellon’s delivery of the services hereunder) to safeguard each Fund’s records and data and BNY Mellon’s records, data, equipment facilities and other laws property that it uses in the performance of general its obligations under this Agreement from loss or damage attributable to fire, theft, or any other cause, and BNY Mellon will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations under this Agreement, provided, however, BNY Mellon shall not make any modification to its disaster recovery and business continuity plans that would materially and adversely affect their application affecting to the rights Fund; (xi) BNY Mellon will maintain a fidelity bond and remedies an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of creditors BNY Mellon’s duties and secured partiesresponsibilities under this Agreement; (xii) BNY Mellon has (and will ensure that BNY Mellon Affiliates have) implemented, and will continue to maintain and update during the term of this Agreement, an information security program with written policies and procedures designed to protect the confidentiality and integrity of the Fund’s Confidential Information that will comply with industry practice for the services provided under this Agreement, the confidentiality provisions of this Agreement, and that are no less rigorous than those maintained by BNY Mellon for its own information of a similar nature or for information of a similar nature that BNY Mellon receives from other BNY Mellon existing clients for the services provided under this Agreement. The information security program will contain administrative technical and physical safeguards, appropriate to the type of information concerned, designed to: (a) protect the security and confidentiality of such information; (b) protect against anticipated threats or hazards to the security or integrity of such information; (c) protect against unauthorized access to or use or alteration of such information, and (d) protect against the destruction or loss of such information and (e) provide for appropriate disposal of such information. BNY Mellon shall provide for (i) computer and technology security systems, including firewalls and encryption where appropriate, (ii) physical security procedures, including security guards and regular monitoring of work areas within data centers, (iii) security assessments of third party vendors and other third party subcontractors, (iv) ongoing monitoring of system activities and personnel providing services, (v) password complexity rules, expiration parameters and security systems, and (vi) a current real-time intrusion detection system and intrusion detection operational procedures. Without limiting any of the other provisions of this Agreement governing the treatment of Confidential Information, BNY Mellon shall only transfer (including internal BNY Mellon transfers that occur beyond the internal firewalls of BNY Mellon) the Fund’s Confidential Information in accordance with the requirements of commercially reasonable standards; and (3xiii) It is conducting its business in compliance in all material respects with all BNY Mellon shall comply (and shall cause the BNY Mellon Affiliates and subcontractors to comply to the extent applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance for the purpose of this Agreement) with their respective obligations set forth in any applicable data protection or privacy Laws of any jurisdiction. (c) TRP hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (ii) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved the terms of this Agreement and acknowledged any such fees and expenses and any such benefits; and (iii) TRP acknowledges that certain information provided by BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate Licensor with respect to such information. Therefore, TRP further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) t

Representations and Warranties. A. The Trust and Sponsor each hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustTrust or Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. Fund Services hereby represents and warrants to the Trust and Sponsor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. (5) All records of the Trust (including, without limitation, all shareholder and account records) provided to USBFS by the Trust or by a prior transfer agent of the Trust are accurate and complete and USBFS is entitled to rely on all such records in the form provided. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. 6.1 The Trust hereby represents Distributor represents, warrants and warrants covenants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Fund that: (1a) It Distributor will comply fully with the terms and conditions set forth in the Prospectus (including any amendments thereto from time to time that relate to the Distributor and to which the Distributor has consented in writing in advance). (b) The Distributor has obtained all required governmental and regulatory licenses, registrations and approvals as may be necessary for it to act as Distributor hereunder (including registration as a broker-dealer with the SEC and states in which offers are made, and membership in the FINRA); and the Distributor will comply with any other applicable laws governing its activities in the jurisdictions in which it offers Interests. (c) The Distributor is duly organized and validly existing as a corporation under the laws of the jurisdiction State of its organization, with Delaware and has full power to carry on its business as now conducted, to enter into this Agreement and authority to perform its obligations hereunder;under this Agreement. (2d) This Agreement has been duly and validly authorized, executed and delivered by on the Trust in accordance with all requisite action Distributor’s behalf and constitutes a valid the Distributor’s binding and legally binding enforceable obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and. (3e) It is conducting its business in compliance in all material respects with all applicable laws The execution and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance delivery of this Agreement, the satisfaction of the Distributor’s obligations herein set forth and the consummation of the transactions contemplated herein and in the Prospectus will not constitute a breach of, or default under, the Distributor’s organizational documents or under any order, rule or regulation applicable to it or any order, rule or regulation of any court or any governmental body, administrative agency or self-regulatory organization having jurisdiction over it. B. USBFS hereby represents (f) The Distributor has written policies and warrants procedures in place that are reasonably designed to prevent a violation of the TrustFederal Securities Laws (as such term is defined in Rule 38a-1 of the 1▇▇▇ ▇▇▇) by the Distributor and, which indirectly, the Fund as a result of actions to be undertaken by the Distributor pursuant to this Agreement. Each of the representations and warranties set forth in this Section 6.1 shall be deemed to be of a continuing throughout nature and applicable, among other things, in the term event of this any amendment, supplement or restatement of the Prospectus or LLC Agreement. 6.2 The Fund represents, warrants and covenants to the Distributor that: (1a) It The Fund is duly organized and validly existing as a limited liability company under the laws of the jurisdiction State of its organization, with Delaware and has full power and authority to carry on conduct its business as now conducteddescribed in the Prospectus and to issue, sell and deliver the Interests as contemplated therein. The terms of the offering and the LLC Agreement do not contravene any provisions of federal or state law and the Fund is capitalized or will be capitalized as described in the Prospectus or in its financial statements. (b) The Interests, when issued and sold pursuant to enter into the terms hereof and of the Prospectus, will be validly issued, fully paid and not subject to further call or assessment, and the Fund will apply the proceeds received from the issuance and sale of the Interests in the manner set forth in the Prospectus. (c) The Fund has obtained all necessary governmental and regulatory approvals and licenses and has effected all filings and registrations required to conduct its business and perform its obligations under this Agreement and to perform its obligations hereunder;as provided in the Prospectus. (2d) This The Fund is not in contravention of any provision of the LLC Agreement has and is not in contravention of or default under any material agreement, order, law or regulation binding upon it. The execution and delivery of this Agreement, consummation of the transactions herein contemplated and compliance with the terms hereof will not constitute or result in a default under or contravene any provision of any material agreement, order, law or regulation binding upon the Fund. (e) The LLC Agreement and this Agreement have been duly authorized, executed and delivered by USBFS in accordance with all requisite action the Fund, and constitutes each is a valid and legally binding obligation agreement of USBFS, enforceable the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary except to carry on its business as now conducted; there is no statute, rule, regulation, order the extent that the indemnification or judgment binding on it and no provision exculpation provisions of its charter, bylaws such agreements may be limited under applicable law or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (f) The Prospectus as of its date of issue and at the time each subscription is accepted will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus made in reliance upon and in conformity with information furnished in writing by the Distributor for use therein. Each of the representations and warranties set forth in this Section 6.2 shall be deemed to be of a continuing nature and applicable, among other things, in the event of any amendment, supplement or restatement of the Prospectus or LLC Agreement.

Representations and Warranties. A. 3.1. The Trust hereby Company represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout that: (i) the term of this Agreement, that: (1) It Company is an insurance company duly organized and in good standing under applicable law; (ii) the Account is a validly existing under the laws of the jurisdiction of its organizationseparate account, with full power to carry on its business as now conducted, to enter into this Agreement duly established and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust maintained in accordance with all requisite action and constitutes a valid and legally binding obligation of applicable law; (iii) the Trust, enforceable Account 1940 Act Registration Statement has been filed with the SEC in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium the provisions of the 1940 Act and other laws of general application affecting the rights and remedies of creditors and secured partiesAccount is duly registered as a unit investment trust thereunder; and (3iv) It is conducting its business the Contracts Registration Statement has been declared effective by the SEC; (v) the Contracts will be issued in compliance in all material respects with all applicable laws Federal and regulations, both state laws; and federal, (vi) the Contracts currently are and has obtained all regulatory approvals necessary to carry on its business at the time of issuance will be treated as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision annuity contracts under applicable provisions of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementthe Code. B. USBFS hereby 3.2. The Trust represents and warrants that: (i) the Trust is an unincorporated business trust duly formed under Massachusetts law; (ii) the Trust 1940 Act Registration Statement has been filed with the SEC in accordance with the provisions of the 1940 Act and the Trust is duly registered as an open-end management investment company thereunder; (iii) the Trust Registration Statement has been declared effective by the SEC; (iv) Trust shares sold pursuant to this Agreement have been duly authorized for issuance in accordance with applicable law; (v) the Trust believes that it (x) currently qualifies as a "regulated investment company" under Subchapter M of the Code and (y) currently complies with Section 817(h) of the Code and regulations thereunder; and (vi) the Trust, which representations and warranties shall be deemed 's investment policies are in material compliance with any investment restrictions set forth on Schedule 4 to be continuing throughout the term of this Agreement. The Trust, that: (1) It is duly organized and existing under the laws of the jurisdiction however, makes no representation as to whether any aspect of its organizationoperations (including, but not limited to, fees and expenses and investment policies) otherwise complies with full power to carry on its business as now conducted, to enter into the insurance laws or regulations of any state. 3.3. Each party represents that the execution and delivery of this Agreement and to perform its obligations hereunder; (2) This Agreement has the consummation of the transactions contemplated herein have been duly authorizedauthorized by all necessary corporate or trust action, as applicable, by such party, and, when so executed and delivered by USBFS in accordance with all requisite action and constitutes a delivered, this Agreement will be the valid and legally binding obligation of USBFS, such party enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby Contractor represents and warrants that: it has the full authority and legal capacity to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of enter into this Agreement, that: grant the rights provided herein, and fulfill its obligations in accordance with its terms; the execution and performance of this Agreement will not conflict with or result in a violation of any [confidentiality, non-competition, non-solicitation, intellectual property, or other agreements] to which the Contractor is bound with any third party; the Contractor possesses the necessary skills, expertise, and qualifications to effectively perform the Services under this Agreement; the Services shall be carried out professionally, diligently, and in accordance with industry best practices applicable to similar services, while ensuring full compliance with all relevant federal, state, and local laws and regulations; the Contractor shall allocate sufficient time, resources, and attention necessary to meet its obligations under this Agreement in a timely manner; the Contractor shall provide the Client with valid and marketable ownership rights in all Deliverables, ensuring they are free from any liens, claims, or encumbrances of any kind; and all Deliverables shall be the Contractor’s original work (1excluding materials publicly available or provided by the Client) It is duly organized and existing under and, [to the laws best of the jurisdiction Contractor’s knowledge,] do not infringe upon or misappropriate the intellectual property or proprietary rights of its organization, with any third party. The Client represents and warrants that: it has the full power to carry on its business as now conducted, authority and legal right to enter into this Agreement and to perform fulfill its obligations hereunder; (2) This ; and the individuals executing this Agreement has on behalf of the Client have been duly authorizedauthorized to do so through all necessary corporate approvals. UNDER NO CIRCUMSTANCES SHALL THE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustINDIRECT, enforceable in accordance with its termsINCIDENTAL, subject to bankruptcySPECIAL, insolvencyEXEMPLARY, reorganizationPUNITIVE, moratorium and other laws of general application affecting the rights and remedies of creditors and secured partiesOR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR REDUCED VALUE, ARISING FROM OR RELATING TO THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF: WHETHER SUCH DAMAGES WERE FORESEEABLE; and WHETHER OR NOT THE OTHER PARTY HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; THE LEGAL OR EQUITABLE THEORY (3CONTRACT, TORT, OR OTHERWISE) It is conducting its business in compliance in all material respects with all applicable laws and regulationsUPON WHICH THE CLAIM IS BASED; AND THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SUBJECT TO SECTION 8.1 AND EXCLUDING SECTION 9.1, both state and federalTHE TOTAL LIABILITY FOR BOTH PARTIES UNDER THIS AGREEMENT, and has obtained all regulatory approvals necessary to carry on its business as now conductedWHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: [NUMBER] TIMES THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE SERVICES COVERED UNDER THIS AGREEMENT; there is no statuteOR $[AMOUNT], rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this AgreementWHICHEVER IS LOWER. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. 6.1 The Trust hereby represents Distributor represents, warrants and warrants covenants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Fund that: (1a) It Distributor will comply fully with the terms and conditions set forth in the Prospectus (including any amendments thereto from time to time that relate to the Distributor and to which the Distributor has consented in writing in advance). (b) The Distributor has obtained all required governmental and regulatory licenses, registrations and approvals as may be necessary for it to act as Distributor hereunder (including registration as a broker-dealer with the SEC and states in which offers are made, and membership in the FINRA); and the Distributor will comply with any other applicable laws governing its activities in the jurisdictions in which it offers Interests. (c) The Distributor is duly organized and validly existing as a corporation under the laws of the jurisdiction State of its organization, with Delaware and has full power to carry on its business as now conducted, to enter into this Agreement and authority to perform its obligations hereunder;under this Agreement. (2d) This Agreement has been duly and validly authorized, executed and delivered by on the Trust in accordance with all requisite action Distributor’s behalf and constitutes a valid the Distributor’s binding and legally binding enforceable obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and. (3e) It is conducting its business in compliance in all material respects with all applicable laws The execution and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance delivery of this Agreement, the satisfaction of the Distributor’s obligations herein set forth and the consummation of the transactions contemplated herein and in the Prospectus will not constitute a breach of, or default under, the Distributor’s organizational documents or under any order, rule or regulation applicable to it or any order, rule or regulation of any court or any governmental body, administrative agency or self-regulatory organization having jurisdiction over it. B. USBFS hereby represents (f) The Distributor has written policies and warrants procedures in place that are reasonably designed to prevent a violation of the TrustFederal Securities Laws (as such term is defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) by the Distributor and, which indirectly, the Fund as a result of actions to be undertaken by the Distributor pursuant to this Agreement. Each of the representations and warranties set forth in this Section 6.1 shall be deemed to be of a continuing throughout nature and applicable, among other things, in the term event of this any amendment, supplement or restatement of the Prospectus or LLC Agreement. 6.2 The Fund represents, warrants and covenants to the Distributor that: (1a) It The Fund is duly organized and validly existing as a limited liability company under the laws of the jurisdiction State of its organization, with Delaware and has full power and authority to carry on conduct its business as now conducteddescribed in the Prospectus and to issue, sell and deliver the Interests as contemplated therein. The terms of the offering and the LLC Agreement do not contravene any provisions of federal or state law and the Fund is capitalized or will be capitalized as described in the Prospectus or in its financial statements. (b) The Interests, when issued and sold pursuant to enter into the terms hereof and of the Prospectus, will be validly issued, fully paid and not subject to further call or assessment, and the Fund will apply the proceeds received from the issuance and sale of the Interests in the manner set forth in the Prospectus. (c) The Fund has obtained all necessary governmental and regulatory approvals and licenses and has effected all filings and registrations required to conduct its business and perform its obligations under this Agreement and to perform its obligations hereunder;as provided in the Prospectus. (2d) This The Fund is not in contravention of any provision of the LLC Agreement has and is not in contravention of or default under any material agreement, order, law or regulation binding upon it. The execution and delivery of this Agreement, consummation of the transactions herein contemplated and compliance with the terms hereof will not constitute or result in a default under or contravene any provision of any material agreement, order, law or regulation binding upon the Fund. (e) The LLC Agreement and this Agreement have been duly authorized, executed and delivered by USBFS in accordance with all requisite action the Fund, and constitutes each is a valid and legally binding obligation agreement of USBFS, enforceable the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary except to carry on its business as now conducted; there is no statute, rule, regulation, order the extent that the indemnification or judgment binding on it and no provision exculpation provisions of its charter, bylaws such agreements may be limited under applicable law or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (f) The Prospectus as of its date of issue and at the time each subscription is accepted will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Prospectus made in reliance upon and in conformity with information furnished in writing by the Distributor for use therein. Each of the representations and warranties set forth in this Section 6.2 shall be deemed to be of a continuing nature and applicable, among other things, in the event of any amendment, supplement or restatement of the Prospectus or LLC Agreement.

Representations and Warranties. A. The Trust Corporation hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Corporation in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCorporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustCorporation, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust (a) BNY Mellon hereby represents and warrants to USBFSeach Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: I. It is a banking company duly organized and existing and in good standing under the laws of The State of New York; II. It has the corporate power and authority to carry on its business as now conducted and is conducting its business in compliance with all laws and regulations applicable to the services hereunder, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted. III. It is authorized it to enter into this Agreement and to perform its obligations hereunder; IV. No legal or administrative proceedings have been instituted or threatened which would impair BNY Mellon’s ability to perform its duties and obligations under this Agreement; V. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to it; and VI. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. VII. This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, creditors’ rights or equitable principles. (1b) Each Fund hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: I. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) II. This Agreement has been duly authorized, executed and delivered by the Trust such Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) III. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.; B. USBFS hereby represents IV. The method of valuation of securities and warrants to the Trust, which representations and warranties method of computing the Net Asset Value shall be deemed to be continuing throughout as set forth in the term of this Agreement, that: (1) It is duly organized and existing under the laws Offering Materials of the jurisdiction Funds. To the extent the performance of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered any services described in Schedule I attached hereto by USBFS BNY Mellon in accordance with all requisite action the then effective Offering Materials for the Fund would violate any applicable laws or regulations, based on the actual knowledge of the Fund, the Fund shall promptly notify BNY Mellon in writing and constitutes thereafter shall either furnish BNY Mellon with the appropriate values of securities, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a valid manner the Fund specifies in writing, and legally binding obligation either the furnishing of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws such values or the giving of general application affecting such instructions shall constitute a representation by the rights and remedies of creditors and secured parties; and (3) It Fund that the same is conducting its business in compliance in all material respects consistent with all applicable laws and regulationsregulations and with its Offering Materials, both state and federal, and has obtained all regulatory approvals necessary subject to carry on confirmation by BNY Mellon as to its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance capacity to act in accordance with the foregoing; V. The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor to or sponsor of a Fund pursuant to this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of a Fund pursuant to this Agreement have been fully disclosed to the Board of each Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; VI. Each person named on Exhibit B hereto is duly authorized by such Fund to be an Authorized Person hereunder; VII. It has implemented, and is acting in accordance with, procedures reasonably designed to disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants; VIII. Without limiting the provisions of Section 21 herein, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; and IX. The Funds shall notify BNY Mellon as soon as practicable in writing of any and all material legal proceedings or securities investigations filed or commenced against any Fund, the Investment Advisor or the Board.

Representations and Warranties. A. The Trust Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCompany, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSthe Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement. Appropriate state securities law filings will be made during the term of this Agreement as necessary to enable the Fund to make a continuous public offering of its shares. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, that may have a bearing on its ability to comply with this Agreement, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Adviser and the Trust hereby represents represent and warrants warrant to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is They are duly organized and existing under the laws of the jurisdiction of its their organization, with full power to carry on its their business as now conducted, to enter into this Agreement and to perform its their obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Adviser and the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Adviser and the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Adviser and the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust BIM hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust BIM, in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustBIM, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustBIM, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust (a) BNY Mellon hereby represents and warrants to USBFSeach Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is a banking company duly organized and existing and in good standing under the laws of The State of New York; (ii) It has the corporate power and authority to carry on its business as now conducted and is conducting its business in compliance with all laws and regulations applicable to the services hereunder, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; (iii) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; and (iv) This Agreement has been duly authorized, executed and delivered by BNY Mellon and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, creditors’ rights or equitable principles. As of the Effective Date, BNY Mellon hereby represents and warrants to each Fund that no legal or administrative proceedings have been instituted or threatened which would impair BNY Mellon’s ability to perform its duties and obligations under this Agreement. (b) Each Fund, on a several and not joint basis, hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust such Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) After reasonable due diligence, the Fund has reasonably determined the Fund’s Investment Advisor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (iv) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary material filings including tax filings and has obtained all material regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no material statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other material contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2v) This Agreement has been duly authorized, executed The method of valuation of securities and delivered the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund. To the extent the performance of any services described in Schedule I attached hereto by USBFS BNY Mellon in accordance with all requisite action the then effective Offering Materials for the Fund would violate any applicable laws or regulations, based on the actual knowledge of the Fund, the Fund shall promptly so notify BNY Mellon in writing and constitutes thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or, instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a valid manner the Fund specifies in writing, and legally binding obligation either the furnishing of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws such values or the giving of general application affecting such instructions shall constitute a representation by the rights and remedies of creditors and secured parties; and (3) It Fund that the same is conducting its business in compliance in all material respects consistent with all applicable laws and regulationsregulations and with its Offering Materials, both state and federal, and has obtained all regulatory approvals necessary subject to carry on confirmation by BNY Mellon as to its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance capacity to act in accordance with the foregoing; (vi) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor or sponsor of a Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of a Fund relating to this Agreement have been fully disclosed to the Board of each Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (vii) Each person named on Exhibit B hereto is duly authorized by such Fund to be an Authorized Person hereunder; (viii) Without limiting the provisions of Section 21 herein and except as expressly provided for herein, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, (iv) as agreed in writing by BNY Mellon (v) in connection with any disclosure required pursuant to the Securities Laws, including the required public filing of this Agreement with the Securities and Exchange Commission, or whenever advised by its counsel that such disclosure is necessary for compliance with the Securities Laws or (vi) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; (ix) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will make publicly available each calculation of Net Asset Value provided by BNY Mellon hereunder to Authorized Participants (as defined in its Offering Materials), at the time BNY Mellon provides such calculation to Authorized Participants; (x) The Fund shall promptly notify BNY Mellon in writing of any and all material legal proceedings or securities investigations filed or commenced against the Fund, the Investment Advisor or the Board, to the extent such notification is not prohibited by law or regulatory authority; and (xi) The Fund acknowledges for itself and its users that certain information provided by BNY Mellon on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor. (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission.)

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSthe Administrator, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that, to the best of its knowledge: (1) . It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;. (2) . This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS The Administrator hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout continuing, that to the term best of this Agreement, thatits knowledge: (1) . It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;. (2) . This Agreement has been duly authorized, executed and delivered by USBFS the Administrator in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSthe Administrator, enforceable in accordance with its terms. 3. It has and will continue to have access to the necessary facilities, subject equipment and personnel to bankruptcy, insolvency, reorganization, moratorium perform its duties and other laws of general application affecting the rights obligations under this Agreement in accordance with industry standards. 4. It has adopted and remedies of creditors implemented policies and secured parties; and (3) It is procedures reasonably designed and implemented to facilitate its conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its chartercharter or by-laws, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Trust any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will promptly provide the Trust with a report of each Material Compliance Matter (as defined under the rules related to the 1940 Act). 5. It will maintain insurance which covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by the Administrator with all requirements of law and sufficient for the Administrator to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, funds and underwriters. The Administrator shall promptly notify the Trust of any material claims against it with respect to services performed under this Agreement.

Representations and Warranties. A. The Trust Borrower hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Lender that: (1) It . Borrower is a corporation, duly organized organized, legally existing, and existing in good standing under the laws of the jurisdiction State of Oklahoma, and is duly qualified as a foreign corporation and in good standing in all other states wherein the nature of its organization, with full power to carry on business or its business as now conducted, to enter into assets make such qualification necessary. 2. Borrower's execution and delivery of this Agreement Amendment and to perform performance of its obligations hereunder;: (a) are and will be within its corporate powers; (b) are duly authorized by its board of directors; (c) are not and will not be in contravention of any law, statute, rule or regulation, the terms of its articles or certificates of incorporation and bylaws, nor of any preferred stock provision, indenture, agreement or undertaking to which Corporation or any of its properties are bound; (d) do not require any consent or approval (including governmental) which has not been given; and (e) will not result in the imposition of Liens, charges or encumbrances on any of its properties or assets, except those in favor of Lender hereunder. (2) 3. This Agreement has been Amendment, when duly authorized, executed and delivered by delivered, will constitute the Trust in accordance with all requisite action and constitutes a legal, valid and legally binding obligation obligations of the Trusteach Borrower, enforceable in accordance with its terms. 4. All financial statements, subject to bankruptcybalance sheets, insolvency, reorganization, moratorium income statements and other laws financial data which have been or are hereafter furnished to Lender by each Borrower to induce Lender to make the loans hereunder due, and as to subsequent financial statements will, fairly represent each Borrower's financial condition as of general application affecting the rights dates for which the same are furnished. All such financial statements, reports, papers and remedies of creditors other data furnished to Lender are and secured partieswill be, when furnished: prepared in accordance with generally accepted accounting principles consistently applied; and (3) It is conducting its business in compliance accurate and correct in all material respects with all applicable laws respects; and regulationscomplete insofar as completeness may be necessary to give Lender a true and accurate knowledge of the subject matter. Since the date of the last such financial statements, both state no material adverse change has occurred in the operations or condition, financial or otherwise and federalother financial data provided to Lender; of either Borrower, nor, to the best of their knowledge, has either Borrower incurred, any material liabilities or made any material investment or guarantees, direct or contingent, in any single case or in the aggregate, which has not been disclosed to Lender. 5. The Borrower is the sole and lawful owner of the Collateral, pledged, mortgaged or assigned by it, and has obtained all regulatory approvals necessary Borrower has, and as to carry on its business after acquired property or New Properties will have, good right to cause the Collateral to be hypothecated to Lender as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementsecurity for the Obligations. B. USBFS hereby represents and warrants to the Trust, which 6. All of Borrower's other representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws set forth in Sections 5.1 through 5.22 of the jurisdiction Agreement are true and correct on and as of its organization, the date hereof with full power to carry on its business the same effect as now conducted, to enter into this Agreement though made and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered repeated by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation Borrower as of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementdate hereof.

Representations and Warranties. A. The Trust Companies hereby represents represent and warrants warrant to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It Each Company is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Upon ratification by the applicable governing board of each Company, this Agreement has been will be duly authorized, executed and delivered by the Trust Companies in accordance with all requisite action and constitutes will constitute a valid and legally binding obligation of the TrustCompanies, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It Each Company is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) Each Company’s registration statement under the 1940 Act, as applicable, and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement. B. USBFS hereby represents and warrants to the TrustCompanies, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It will maintain an appropriate level of errors and omissions or professional liability insurance coverage; (5) It will maintain mutual fund and GE Stock ▇▇▇ order tickets or memoranda for orders placed for trades in the accounts of the Funds and GE Stock ▇▇▇ Accounts in an electronic format that is non-re-writeable and non-erasable, and which meets the requirements of Rule 17a-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (6) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement and such duties and obligation will be provided in a professional and workmanlike manner; and (7) It is a registered transfer agent under the Exchange Act and such registration will remain in effect for the duration of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSTidal, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Trust, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS Tidal hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Tidal in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSTidal, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws organizational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS Fund Services hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws organizational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Each Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFunds and the Adviser, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It The Fund is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS Fund Services hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust Each Fund hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2b) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3c) The Fund’s Investment Advisor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification except where failure to so qualify would not have a material adverse effect on the Investment Advisor’s ability to conduct its business or operations. (d) It is conducting its business in material compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2e) This Agreement has been duly authorized, executed The method of valuation of securities and delivered the method of computing the Net Asset Value shall be as set forth in the Valuation Procedures of the Fund provided to BNY Mellon. To the extent the performance of any services described in Schedule I attached hereto by USBFS BNY Mellon in accordance with all requisite action the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and constitutes thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a valid manner the Fund specifies in writing, and legally binding obligation either the furnishing of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws such values or the giving of general application affecting such instructions shall constitute a representation by the rights and remedies of creditors and secured parties; and (3) It Fund that the same is conducting its business in compliance in all material respects consistent with all applicable laws and regulationsregulations and with its Valuation Procedures, both state and federal, and has obtained all regulatory approvals necessary subject to carry on confirmation by BNY Mellon as to its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance capacity to act in accordance with the foregoing; (f) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor or sponsor of the Fund in connection with this Agreement, have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (g) Each person named on Exhibit A hereto is duly authorized by the Fund to be an Authorized Person hereunder; (h) Without limiting the provisions of Section 20 below, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) for a summary description of this Agreement in the Offering Materials and as an exhibit to any regulatory filing if necessary, (iii) to any other person when required by a court order or legal process, (iv) as agreed in writing by BNY Mellon or (v) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; (i) The Fund shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against the Fund, the Investment Advisor or the Board which may have a material adverse effect on the Fund’s ability to meet its obligations under this Agreement; and (j) The Fund acknowledges for itself and its users that certain information provided by BNY Mellon on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor. (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission.)

Representations and Warranties. A. The Each Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the applicable Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustTrusts, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund and the Manager, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Company, in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCompany, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, Company which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; and (5) All records of the Trust provided to USBGFS by the Trust or by a prior service provider of the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided. B. USBFS USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby 3.1 Borrower represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatLender as follows: (1a) It The recitals and statements of intent appearing in this Agreement are true and correct. (b) Borrower is duly organized organized, validly existing and existing in good standing under the laws of the jurisdiction State of its organizationDelaware, with and is qualified to do business and is in good standing in the State of Arizona. (c) Borrower has full power and authority to own its properties and assets and to carry on its business as now being conducted, . (d) Borrower is fully authorized and permitted to enter into this Agreement the Documents, to borrow the amounts contemplated herein upon the terms set forth herein and to perform its obligations hereunder; (2) This Agreement has been duly authorizedthe terms of the Documents, executed and delivered by the Trust in accordance none of which conflicts with all requisite action and constitutes a any provision of any law, rule or regulation applicable to Borrower. The Documents are valid and legally binding obligation legal obligations of the TrustBorrower, and each is enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and. (3e) It The execution, delivery and performance by Borrower of the Documents will not result in any breach of the terms, conditions or provisions of, or constitute a default under, any agreement or instrument under which Borrower is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there a party or is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementobligated. B. USBFS hereby represents (f) No actions, suits or proceedings are pending or threatened against Borrower that might materially and warrants to adversely affect the Trustrepayment of the Loan, which the performance by Borrower under the Documents or the financial condition, business or operations of Borrower. (g) Each request by Borrower for an Advance shall constitute an affirmation on the part of Borrower that the representations and warranties contained herein are true and correct as of the time of such request and that the conditions precedent for such Advance, as applicable, have been fully satisfied. 3.2 All representations and warranties made herein shall be deemed to be continuing throughout survive the term execution of this Agreement, that: (1) It is duly organized all Advances and existing under the laws execution and delivery of all other documents and instruments in connection with the jurisdiction Loan, so long as Lender has any commitment to lend to Borrower hereunder and until the Loan and all indebtedness hereunder have been paid in full and all of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its Borrower's obligations hereunder; (2) This Agreement has hereunder have been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementfully discharged.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of BISYS that this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorizedauthorized by the Trust and, when executed and delivered by the Trust in accordance with all requisite action and constitutes Trust, will constitute a legal, valid and legally binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby . BISYS represents and warrants that: (a) the various procedures and systems which BISYS has implemented with regard to the Trustsafekeeping from loss or damage attributable to fire, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws theft or any other cause of the jurisdiction blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its organization, with full power obligations hereunder are adequate and that it will make such changes therein from time to carry on its business time as now conducted, to enter into this Agreement and to perform are reasonably required for the secure performance of its obligations hereunder; ; and (2b) This this Agreement has been duly authorizedauthorized by BISYS and, when executed and delivered by USBFS in accordance with all requisite action and constitutes BISYS, will constitute a legal, valid and legally binding obligation of USBFSBISYS, enforceable against BISYS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights right and remedies of creditors and secured parties; and . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (3IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this AgreementCONCERNING THE SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT BY BISYS ARE COMPLETELY DISCLAIMED.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (4) It has adopted written policies and procedures reasonably designed to ensure the initial and ongoing accuracy of the material representations contained in this Agreement. Such policies and procedures include the periodic assessment of the effectiveness of the policies and procedures and USBFS’s compliance with them.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its their organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its their business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its chartercharters, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents (a) Borrower and warrants to USBFSGuarantor have duly complied in all material respects with, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementits business, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organizationoperations, with full power to carry on its business as now conductedassets, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorizedequipment, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trustproperty, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and leaseholds or other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business facilities are in compliance in all material respects with with, the provisions of all applicable laws and regulationsfederal, both state and local environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder. (b) Borrower and Guarantor have been issued and will maintain all required federal, state and has obtained local permits, licenses, certificates and approvals relating to (i) air emissions, (ii) discharges to surface or groundwater, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all regulatory such materials listed in any federal, state or local law, code or ordinance and all rules and regulations promulgated thereunder, as hazardous or potentially hazardous), or (vi) other environmental, health or safety matters. A true, accurate and complete list of all such permits, licenses, certificates and approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementwill be made available at Bank's request. B. USBFS hereby represents (c) Borrower and warrants Guarantor have received no notice of, and neither knows of nor suspect, facts which might constitute any violations of any federal, state or local environmental, health or safety laws, codes or ordinances and any rules or regulations promulgated thereunder with respect to the Trustits business, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementoperations, that:assets, equipment, property, leaseholds or other facilities. (1d) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Except in accordance with all requisite action and constitutes a valid governmental permit, license, certificate of approval attached hereto, there has been no emission, spill, release or discharge into or upon (i) the air, (ii) soils or any improvements located thereon, (iii) surface water or groundwater, or (iv) the sewer, septic system or waste treatment, storage or disposal system servicing the premises, of any toxic or hazardous substances or wastes at or from the premises in amounts that would require corrective action; and legally binding obligation accordingly the premises contain no such toxic or hazardous substances or wastes above amounts that would require corrective action. (e) Except where Borrower or Guarantor have provided written notification to Bank, there has been no complaint, order, directive, claim, citation or notice by any governmental authority or any person or entity with respect to (i) air emissions, (ii) spills, releases or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing the premises, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the use, generation, storage, transportation or disposal of USBFStoxic or hazardous substances or waste or (vi) other environmental, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application health or safety matters affecting the rights and remedies of creditors and secured parties; and (3) It is conducting Borrower, Guarantor or its business in compliance in all material respects with all applicable laws and regulationsbusiness, both state and federaloperations, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statuteassets, ruleequipment, regulationproperty, order leaseholds, or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementother facilities.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) All records of the Trust provided to Fund Services by the Trust or by a prior service provider of the Trust are accurate and complete and Fund Services is entitled to rely on all such records in the form provided. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Vendor hereby represents and warrants that (i) its goods and/or services will at the time of delivery conform to USBFSVendor’s quotation/proposal, which representations to Vendor’s brochures or catalogues, and to the specifications, performance standards, and other requirements set out with the PO; (ii) its goods and/or services will be merchantable, fit for the particular purpose and sufficient for the use intended by MLI, and free from defects in workmanship and material; (iii) any services provided will be provided in a good and workmanlike manner and consistent with performance by one skilled in the field; (iv) it has full power to enter into and perform its obligations under the PO; (v) goods and/or services provided under the PO do not and will not infringe upon any third party’s intellectual property rights (e.g., patent, trademark, copyright, trade secret) or any other proprietary rights, whether contractual, statutory or common-law; (vi) Vendor has clear title to the goods and delivers them to MLI free and clear of all liens, claims, encumbrances, and other restrictions; (vii) all raw materials and other goods have not less than one-half of its shelf life remaining at the time of delivery to MLI; and (viii) in providing the goods and/or services under the PO Vendor will comply with all applicable laws, regulations and orders of governmental bodies pertaining to the manufacture, packaging, labeling, sale, transportation, delivery and export of such goods and services, as well as with those relating to wages, hours, employee safety, and working conditions. These warranties are in addition to all other warranties, expressed or implied, and shall remain in effect, as to each item furnished and /or service rendered, for a period of time consistent with the warranty life typically offered by the Vendor, but not less than 18 months from the date of acceptance of this PO. All warranties shall be construed as conditions as well as warranties and shall not be deemed to be continuing throughout exclusive. The benefits of these warranties shall accrue to MLI’s customers and assigns to the term same extent they shall accrue to MLI. Under circumstance of this AgreementBreach of Warranty, that: MLI shall be entitled to avail itself cumulatively of all remedies provided in law or in equity. Vendor shall make timely responses MLI’s notifications of Breach of Warranty and shall respond with the understanding (1and Vendor agrees) It is duly organized that TIME WILL BE OF THE ESSENCE in all instances. These warranties shall run to MLI’s customers and existing under the laws of the jurisdiction users of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementproducts. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust (a) NRE hereby represents and warrants to USBFS, which makes the following representations and warranties to Asset Manager, all of which shall be deemed to be continuing throughout survive the term execution and delivery of this Agreement, that: (1i) It NRE is a corporation duly organized organized, validly existing and existing in good standing under the laws of the jurisdiction State of its organization, with full Maryland. NRE has all power and authority required to carry on its business as now conducted, to enter into execute and deliver this Agreement and to perform all its duties and obligations hereunder; (2ii) The execution, delivery, and performance of this Agreement by NRE have been duly authorized by all necessary action on the part of NRE; (iii) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid legal, valid, and legally binding obligation agreement of the Trust, NRE enforceable against NRE in accordance with its terms, subject to except as limited by bankruptcy, insolvency, reorganizationreceivership and similar laws from time to time in effect and general principles of equity, moratorium and other laws including, without limitation, those relating to the availability of general application affecting the rights and remedies of creditors and secured partiesspecific performance; and (3iv) It NRE is conducting its business in compliance in all material respects entering into this Agreement with all applicable laws the approval of the SRC and regulations, both state and federalthe Board of Directors, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it with full knowledge and no provision understanding of the consequences of its charter, bylaws or any contract binding execution and believes that it or affecting is receiving full and valuable consideration hereunder and that it is in its property which would prohibit its execution or performance of best interests to enter into this Agreement. B. USBFS (b) Asset Manager hereby represents and warrants to makes the Trust, which following representations and warranties to NRE, all of which shall be deemed to be continuing throughout survive the term execution and delivery of this Agreement, that: (1i) It Asset Manager is a limited company duly organized organized, validly existing and existing in good standing under the laws of the jurisdiction of its organization, with full Jersey. Asset Manager has all power and authority required to carry on its business as now conducted, to enter into execute and deliver this Agreement and to perform all its duties and obligations hereunder, subject only to its qualifying to do business and obtaining all requisite permits and licenses required as a result of or relating to the nature or location of any of the assets or properties of NRE (which it shall do promptly after being required to do so); (2ii) The execution, delivery, and performance of this Agreement by Asset Manager have been duly authorized by all necessary action on the part of Asset Manager; and (iii) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid legal, valid, and legally binding obligation agreement of USBFS, Asset Manager enforceable against Asset Manager in accordance with its terms, subject to except as limited by bankruptcy, insolvency, reorganizationreceivership and similar laws from time to time in effect and general principles of equity, moratorium and other laws including, without limitation, those relating to the availability of general application affecting the rights and remedies of creditors and secured parties; andspecific performance. (3c) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary Each party will promptly inform the other party if any of the representations herein ceases to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe true.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, applicable to it and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS Fund Services hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its their organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its their business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its chartercharters, bylaws or any contract binding it or affecting its their property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. 4.1. Representations and Warranties of the Pacific Funds Trust, on behalf of the Acquired Funds. The Trust hereby Pacific Funds Trust, on behalf of the Acquired Funds, represents and warrants the following to USBFS, which representations the Aristotle Trust as of the date hereof and warranties shall be deemed agrees to be confirm the continuing throughout accuracy and completeness in all respects of the term of this Agreement, thatfollowing on the Closing Date: (1a) It The Pacific Funds Trust is duly organized and existing a statutory trust created under the laws of the jurisdiction State of Delaware and has power to own all of its organizationproperties and assets and to carry out its obligations under this Agreement. The Pacific Funds Trust is not required to qualify as a foreign entity in any jurisdiction where it is not so qualified and the failure to so qualify would have a material adverse effect on an Acquired Fund. (b) Each Acquired Fund has all necessary federal, with full power state and local authorizations to carry on its business as now being conducted, to enter into this Agreement and to perform its obligations hereunder;. (2c) This Agreement has The Pacific Funds Trust is duly registered under the 1940 Act, as a management company of the open-end type, and the issued and outstanding shares of the Acquired Funds have been duly authorizedregistered under the Securities Act of 1933, executed as amended (the “1933 Act”), and delivered by such registrations have not been revoked or rescinded and are in full force and effect. (d) Each Acquired Fund is a separate series of the Pacific Funds Trust duly constituted in accordance with all requisite action and constitutes a valid and legally binding obligation the applicable provisions of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium Declaration of Trust of the Pacific Funds Trust and the 1940 Act and other laws of general application affecting the rights and remedies of creditors and secured parties; andapplicable law. (3e) It Each Acquired Fund is conducting not in violation in any material respect of any provisions of the Pacific Funds Trust’s Declaration of Trust or bylaws, or any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund or its business assets are bound, and the execution, delivery and performance of this Agreement will not result in compliance any such violation. (f) Each Acquired Fund’s current prospectuses and statements of additional information (collectively, as amended or supplemented from time to time, the “Acquired Fund Prospectus”) conform in all material respects with all to the applicable laws and regulations, both state and federalrequirements of the 1933 Act, and has obtained all regulatory approvals the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact relating to any of the Pacific Funds Trust or the Acquired Fund required to be stated therein or necessary to carry make the statements therein, in light of the circumstances under which they were made, not misleading. (g) At the Closing Date, each Acquired Fund will have good and marketable title to its Assets to be transferred to the Corresponding Acquiring Fund pursuant to Section 1.2. (h) Except as has been disclosed on Schedule I, no material litigation, administrative or other proceedings or investigation is presently pending or, to the knowledge of the Pacific Funds Trust or the Acquired Funds, threatened against any Acquired Fund or any of its properties or assets or any person whom an Acquired Fund may be obligated directly or indirectly to indemnify in connection with such litigation, proceedings or investigation. Neither the Pacific Funds Trust nor the Acquired Funds knows of any facts that are likely to form the basis for the institution of such proceedings, and neither the Pacific Funds Trust nor any Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby and the Pacific Funds Trust, its counsel and PLFA agree to provide a representation letter to that effect. (i) The statements of assets and liabilities, statements of operations, statements of changes in net assets and schedules of portfolio investments (indicating their market values) of each Acquired Fund at, as of and for the fiscal year ended March 31, 2022, audited by Deloitte & Touche LLP, independent registered public accounting firm to each Acquired Fund, copies of which have been furnished to the Acquiring Funds, fairly reflect the financial condition and results of operations of the Acquired Funds as of such date and for the period then ended in accordance with accounting principles generally accepted in the United States consistently applied, and each Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since March 31, 2022. (j) The statements of assets and liabilities, statements of operations, statements of changes in net assets and schedules of portfolio investments (indicating their market values) of each Acquired Fund at, as of and for the fiscal period ended September 30, 2022, copies of which have been furnished to the Acquiring Funds, fairly reflect the financial condition and results of operations of the Acquired Funds as of such date and for the period then ended in accordance with accounting principles generally accepted in the United States consistently applied, and each Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since September 30, 2022. (k) Except as has been disclosed on Schedule II to this Agreement, to the knowledge of the Pacific Funds Trust, none of the Acquired Funds has any Obligations. Prior to the Closing Date, each Acquired Fund will endeavor to quantify and reflect on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it statements of assets and no provision liabilities all of its chartermaterial known liabilities and will advise the Acquiring Funds of all material liabilities, bylaws contingent or otherwise, incurred by it subsequent to September 30, 2022, whether or not incurred in the ordinary course of business. Since September 30, 2022, there has not been any material adverse change in any Acquired Fund’s financial condition, assets, liabilities or business (other than changes caused by changes in market conditions generally or those occurring in the ordinary course of business), or any contract binding it or affecting its property which would prohibit its execution or performance incurrence by an Acquired Fund of indebtedness (other than in the ordinary course of business). For the purposes of this Agreement. B. USBFS hereby represents subparagraph (k), (i) distributions of net investment income and warrants to net realized capital gains, changes in portfolio securities, changes in the Trust, which representations and warranties market value of portfolio securities or net redemptions shall be deemed to be continuing throughout in the term ordinary course of this Agreementbusiness and (ii) the effects of investment underperformance, that:negative investment performance or net redemptions shall not, individually or in the aggregate, be deemed to give rise to any such material adverse change. (1l) It is duly organized and existing under the laws As of the jurisdiction of its organizationClosing Date, with full power to carry on its business as now conducted(A) all material federal, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorizedstate, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium foreign and other laws returns, dividend and information reporting forms and other Tax (as defined below) related reports of general application each Acquired Fund required by applicable law to have been filed by or with respect to each Acquired Fund on or prior to the Closing Date have been or shall be filed in a timely manner, or in the case of reporting organizational actions affecting the rights basis of securities, timely posted in an area of a public website dedicated to this purpose, and remedies are or will be true, correct and complete as of creditors and secured parties; and (3) It is conducting its business in compliance the time of their filing in all material respects with and accurately state the amount of Tax (if any) owed for the periods covered by such returns, forms and reports, or, in the case of dividend and information reporting forms, the amount and character of income or other information required to be reported by the Acquired Funds, (B) all applicable laws Taxes shown as due or required to be shown as due on such returns, forms and regulationsreports, both state and federalor any other material Taxes due, and has obtained all regulatory approvals necessary to carry any interest and/or penalties, shall have been paid or provision shall have been made on its business as now conducted; there the Acquired Fund’s books for the payment thereof, (C) no Acquired Fund is no statute, rule, regulation, order or judgment binding on it under audit and no provision assessment for material Taxes or other material amounts has been proposed or asserted in writing with respect to an Acquired Fund, (D) there are no known actual or proposed material deficiency assessments with respect to any Taxes payable by any Acquired Fund, (E) there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the assets of its charterany Acquired Fund, bylaws (F) the amounts set up as provisions for Taxes in the books and records of each Acquired Fund as of the close of business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or which may be payable by an Acquired Fund for any contract binding it periods or affecting its property which would prohibit its execution fiscal years prior to and including the close of business on the Valuation Date, including, but not limited to, all Taxes imposed before or performance after the close of this Agreement.business on the Valuation Date that are attributable to any such period or fiscal year, and

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) a. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) b. This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) c. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. d. A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective, and appropriate state securities law filings will be made as necessary to enable the Trust to make a continuous public offering of its shares; and e. All records of the Trust provided to USBFS by the Trust or by a prior service provider of the Trust are, to the best of the Trust’s knowledge, accurate and complete in all material respects and USBFS is entitled to rely on all such records in the form provided. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) a. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) b. This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) c. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Catalyst hereby represents and warrants to USBFSTCG Administrative, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Catalyst in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCatalyst, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS TCG Administrative hereby represents and warrants to the TrustCatalyst, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS TCG Administrative in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSTCG Administrative, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.. FINAL B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. (a) The Trust hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) The Trust is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (iv) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (v) The Trust will maintain policies and procedures reasonably designed to ensure that all investments for the Trust are conducted in compliance with anti-corruption laws, Anti-Money Laundering Laws, and Sanctions applicable to the Trust. The Trust shall cooperate with BNY Mellon and provide assistance reasonably requested by BNY Mellon in connection with any anti-money laundering, terrorist financing or sanctions-related inquiries. B. USBFS (vi) The method of valuation of the assets of the Trust and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Trust. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Trust would violate any applicable laws or regulations, the Trust shall, shall, to the extent it is aware of such violation(s), immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Trust assets, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Trust assets and/or compute Net Asset Value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (vii) Each person named on Exhibit A hereto is duly authorized by the Trust to be an Authorized Person hereunder; (viii) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Offering Materials), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants; (ix) Without limiting the provisions of Section 18 herein, the Trust shall treat as confidential the terms and conditons of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) as disclosed as part of the Trust’s registration statement or in the Offering Materials of the Trust with the prior approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Trust’s obligations of confidentiality hereunder; and (x) To the extent that it is material to any party’s performance under this Agreement, the Trust shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against any Fund, the Sponsor or the Board. (b) BNY Mellon hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action BNY Mellon and constitutes a valid and legally binding obligation of USBFSBNY Mellon, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It BNY Mellon is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (iv) BNY Mellon is conducting its business in compliance with, and shall comply with, laws and regulations, whether state, federal or by any other regulatory body having jurisdiction over BNY Mellon applicable to the provision of the services hereunder, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents that BNY Mellon believes are necessary to provide the services hereunder. BNY Mellon has compliance policies and procedures reasonably designed to prevent violations by BNY Mellon of federal securities laws, and it will reasonably cooperate with, including making its personnel available, and provide such information as may reasonably be requested to the Trust or the Trust’s Chief Compliance Officer (“CCO”). In addition, as reasonably requested by the CCO, BNY Mellon will provide summary procedures and updates, as applicable, to the CCO and the Trust concerning its compliance with applicable laws and regulations; (v) As of the Effective Date and thereafter during the term of this Agreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellon nor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take any action or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate, the Trust, or the Sponsor, to be in violation of any applicable anti-corruption laws in any jurisdictions where it conducts business, including without limitation the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and of the U.K. Bribery Act (collectively, “FCPA”); (ii) no part of any monies or consideration paid hereunder shall accrue for the benefit of any official of the government of any country or any agency thereof; (iii) BNY Mellon’s global compliance program for FCPA includes a written global policy supplemented by companywide and business specific internal guidance and procedures, a designated anti-corruption compliance officer, anticorruption risk assessments and internal controls, as well as internal training and a regular auditing/monitoring program; (iv) BNY Mellon’s global FCPA policy and related gifts and entertainment policies require that no employee or anyone else acting on behalf of BNY Mellon offers, promises, gives, solicits or accepts any payment or other thing of value, directly or indirectly, to or from any government official, or any other party in a commercial transaction, with the purpose of obtaining or retaining business, to receive any business advantage or to direct business to any person; and (v) the compliance program BNY Mellon has in place is designed to adequately address the FCPA risks in its global operations. At the Trust’s request, not more than once annually, BNY Mellon shall certify in writing that, to the best of its knowledge, it has complied in all material respects with all this Section 3(b)(iv). BNY Mellon does not undertake any responsibility or liability with respect to FCPA compliance measures that the Trust may be required to undertake under applicable laws law; and (vi) BNY Mellon will notify and regulationsconsult with the Trust if it decides to materially change its accounting platform, both state and federaldownstream connectivity to such accounting platform, client service delivery teams or locations of such teams, data format and/or data delivery format, or any other material aspect of the way that BNY Mellon provides services to the Trust under this Agreement prior to making such change, and has obtained all regulatory approvals necessary will provide sufficient notice to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it the Trust to evaluate and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementconsider such changes.

Representations and Warranties. A. The Trust Administrator hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1a) It The Administrator is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustAdministrator, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3c) Each Trust’s Investment Advisor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; (d) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterorganizational documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2e) This Agreement has been duly authorized, executed The method of valuation of securities and delivered the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the applicable Portfolio. To the extent the performance of any services described in Schedule I hereto by USBFS BNY Mellon in accordance with all requisite action the then effective Offering Materials for a Portfolio would violate any applicable laws or regulations, the Administrator shall immediately so notify BNY Mellon in writing and constitutes thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a valid manner the Administrator specifies in writing, and legally binding obligation either the furnishing of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws such values or the giving of general application affecting such instructions shall constitute a representation that the rights and remedies of creditors and secured parties; and (3) It same is conducting its business in compliance in all material respects consistent with all applicable laws and regulationsregulations and with the applicable Portfolio’s Offering Materials, both state and federal, and has obtained all regulatory approvals necessary subject to carry on confirmation by BNY Mellon as to its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance capacity to act in accordance with the foregoing; (f) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor or sponsor of the Trusts in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of the Trusts relating to this Agreement have been fully disclosed to the Board and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (g) Each person named on an Authorized Persons Certificate is duly authorized to be an Authorized Person hereunder; (h) Without limiting the provisions of Section 20 below, the Administrator shall treat as confidential the terms and conditions of this Agreement (or any successor agreement) and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, (iv) as agreed in writing by BNY Mellon, (v) to a Trust’s Board or (vi) whenever advised by its counsel that it would be liable for a failure to make such disclosure. BNY Mellon acknowledges and agrees that this Agreement will be filed with the SEC. The Administrator shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel and each Trust’s Board who may be afforded access to such information of the Administrator’s obligations of confidentiality hereunder; (i) The Administrator shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against the Administrator, a Trust, the Investment Advisor or a Board; and (j) The Administrator acknowledges for itself and its users that certain information provided by BNY Mellon on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Administrator and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Administrator, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (for clarity, the Administrator may publish on a Trust’s website the information provided by BNY Mellon for publication on that website, but no other use may be made of that information without the express written permission of BNY Mellon and the applicable Licensor). (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission.)

Representations and Warranties. A. 3.1. The Trust hereby Company represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout that: (i) the term of this Agreement, that: (1) It Company is an insurance company duly organized and in good standing under applicable law; (ii) the Account is a validly existing under the laws of the jurisdiction of its organizationseparate account, with full power to carry on its business as now conducted, to enter into this Agreement duly established and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust maintained in accordance with all requisite action and constitutes a valid and legally binding obligation of applicable law; (iii) the Trust, enforceable Account 1940 Act Registration Statement has been filed with the SEC in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium the provisions of the 1940 Act and other laws of general application affecting the rights and remedies of creditors and secured partiesAccount is duly registered as a unit investment trust thereunder; and (3iv) It is conducting its business the Contracts Registration Statement has been declared effective by the SEC; (v) the Contracts will be issued in compliance in all material respects with all applicable laws Federal and regulations, both state laws; and federal, (vi) the Contracts currently are and has obtained all regulatory approvals necessary to carry on its business at the time of issuance will be treated as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision annuity contracts under applicable provisions of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementthe Code. B. USBFS hereby 3.2. The Trust represents and warrants that: (i) the Trust is an unincorporated business trust duly formed under Massachusetts law; (ii) the Trust 1940 Act Registration Statement has been filed with the SEC in accordance with the provisions of the 1940 Act and the Trust is duly registered as an open- end management investment company thereunder; (iii) the Trust Registration Statement has been declared effective by the SEC; (iv) Trust shares sold pursuant to this Agreement have been duly authorized for issuance in accordance with applicable law; (v) the Trust believes that it (x) currently qualifies as a "regulated investment company" under Subchapter M of the Code and (y) currently complies with Section 817(h) of the Code and regulations thereunder; and (vi) the Trust, which representations and warranties shall be deemed 's investment policies are in material compliance with any investment restrictions set forth on Schedule 4 to be continuing throughout the term of this Agreement. The Trust, that: (1) It is duly organized and existing under the laws of the jurisdiction however, makes no representation as to whether any aspect of its organizationoperations (including, but not limited to, fees and expenses and investment policies) otherwise complies with full power to carry on its business as now conducted, to enter into the insurance laws or regulations of any state. 3.3. Each party represents that the execution and delivery of this Agreement and to perform its obligations hereunder; (2) This Agreement has the consummation of the transactions contemplated herein have been duly authorizedauthorized by all necessary corporate or trust action, as applicable, by such party, and, when so executed and delivered by USBFS in accordance with all requisite action and constitutes a delivered, this Agreement will be the valid and legally binding obligation of USBFS, such party enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Each Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFunds , which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective no later than the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It will be ready to perform all duties under this Agreement as of its effective date; (5) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this agreement; (6) It is a registered transfer agent under the Exchange Act; (7) It has the financial resources, personnel and organizational requisites to enable it to perform its obligations under this Agreement and agrees to notify the Trust of any change in its circumstances which would adversely impact its ability to perform its obligations under this Agreement; (8) There is no action, suit or proceeding before or by any court or governmental agency or body or otherwise, now pending, or to the knowledge of USBFS, threatened against or affecting USBFS which might result in a material adverse change in the condition, financial or otherwise, of USBFS; (9) It will maintain an appropriate level of errors and omissions or professional liability insurance coverage; and (10) Its employees are subject to a Code of Ethics. USBFS agrees to maintain the confidentiality of the Trust and shareholder information.

Representations and Warranties. A. The Trust Servicer hereby represents and warrants to USBFS, which makes the following representations and warranties shall be deemed to be continuing throughout as of the term of this Agreement, thatdate hereof: (1a) It The Servicer (i) is a federal savings bank, duly organized organized, validly existing and existing in good standing under the laws of the jurisdiction of its organization, with full power United States; (ii) has qualified or will qualify to carry on its transact business as now conducteda foreign entity, to enter into and will remain so qualified, in the state or states and other jurisdictions where the Loans or the nature of the Servicer’s activities under this Agreement and to perform its obligations hereunder; makes such qualification necessary; (2iii) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium licenses and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory governmental approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement being conducted and to perform its obligations hereunder;; and (iv) has established and shall maintain its principal place of business in the United States. (2b) This The Servicer has all requisite power, authority and legal right to service each Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement, and this Agreement has been duly authorized, executed and delivered authorized by USBFS in accordance with all requisite corporate action on the part of the Servicer. (c) This Agreement and constitutes all agreements contemplated hereby to which the Servicer is or will be a valid party constitute the valid, legal, binding and legally binding obligation enforceable obligations of USBFSthe Servicer, enforceable in accordance with its terms, subject to except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors’ rights generally, and remedies by general principles of creditors equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and secured parties; andall requisite corporate action has been taken by the Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer is or will be a party valid and binding upon the Servicer in accordance with their terms and conditions. (3d) It is conducting its business in compliance in all material respects with all applicable laws The Persons executing this Agreement on behalf of the Servicer are duly authorized to do so. (e) The execution and regulationsdelivery of this Agreement by the Servicer, both state the servicing of the Loans and federalthe Collateral under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and has obtained all regulatory approvals necessary to carry on its the fulfillment of or compliance with the terms hereof are in the ordinary course of business as now conducted; there is no statute, rule, regulation, order of the Servicer and will not (i) result in a breach of any term or judgment binding on it and no provision of its charter, the articles or charter or bylaws or operating agreement of the Servicer; (ii) conflict with, result in a breach, violation or acceleration of, or result in a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the terms of any contract binding agreement or other instrument to which the Servicer is a party or by which it may be bound; or affecting (iii) constitute a violation of any Law applicable to the Servicer, and the Servicer is not in breach or violation of any agreement or instrument, or in violation of any Law of any Governmental Authority having jurisdiction over it which breach or violation may impair the Servicer’s ability to perform or meet any of its property which would prohibit its execution or performance of obligations under this Agreement. (f) No litigation is pending or threatened against the Servicer that would prohibit the Servicer from entering into this Agreement or is likely to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer. (g) Any consent, approval, authorization or order of any Governmental Authority required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective. (h) Neither the Servicer nor any Subservicer or their respective Affiliates shall, at any time, (i) be a partner or joint venturer with any Borrower, (ii) be an agent of any Borrower, or allow any Borrower to be an agent of the Servicer or any Subservicer, or (iii) have any interest whatsoever in any Borrower, Guarantor or other obligor with respect to any Loan or any of the Collateral.

Representations and Warranties. A. The Trust and Sponsor each hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustTrust or Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1933 Act , as amended, will be made effective prior to the commencement of any duties and obligations under this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS Fund Services hereby represents and warrants to the TrustTrust and Sponsor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust parties hereby represents and warrants to USBFS, which make the following representations and warranties to each other, each of which shall be deemed to be continuing continue throughout the term of this Agreement and of each Loan hereunder. 10.1 Agent hereby represents and warrants as follows: 10.1.1 It has all necessary corporate and governmental authority to execute and deliver this Agreement, thatto engage in the transactions contemplated hereby and to perform its respective obligations hereunder. 10.1.2 It has, or at the time of any relevant Loan shall have, obtained all necessary approvals of applicable governmental and self-regulatory organizations (including approval by HM Revenue & Customs as an agent for the purposes of stock lending regulations and an approved UK collecting agent), and satisfied all conditions and qualifications imposed by applicable taxing authorities, necessary in order to comply with all statutes, laws, rules and regulations applicable to that Loan. 10.2 Lender hereby represents and warrants as follows: (1) 10.2.1 It is duly organized has taken all corporate action and existing under the laws of the jurisdiction of its organizationobtained all necessary governmental, with full power administrative, and other consents, authorizations and approvals necessary to carry on its business as now conductedexecute and deliver this Agreement, to enter into this Agreement engage in the transactions contemplated hereby and to perform its obligations hereunder;. (2) This Agreement has been duly authorized10.2.2 It is not restricted under the terms of its constitution, executed and delivered by the Trust statute, rule or regulation or in any other manner from lending Securities to Borrowers in accordance with this Agreement or from otherwise performing its obligations hereunder. 10.2.3 It is absolutely entitled to pass full ownership of all requisite action Securities provided hereunder to Borrowers free from all liens, charges and constitutes a valid and legally binding obligation encumbrances. 10.3 The Lender shall notify the Agent immediately of any change of circumstances that would make any of the Trustrepresentations and certifications in Sections 10.2 no longer true. 10.4 The Lender agrees that, enforceable in accordance each case solely for the purpose of complying with its termsthe Resolution Regulations, subject the Agent may, on behalf of the Lender: 10.4.1 agree to bankruptcyand amend any Borrowing Agreements in order to contractually acknowledge the applicability and validity of stays and overrides of default rights under special resolution regimes (“SRRs”) and the potential applicability and validity of a bail-in of liabilities under such SRRs; 10.4.2 adhere to any protocols published by the International Swaps and Derivatives Association, insolvencyInc., reorganizationincluding the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto1, moratorium and other laws of general application affecting with respect to the rights and remedies of creditors and secured partiesBorrowing Agreements; and (3) It is conducting 10.4.3 take any other action that the Agent, in its business in compliance in all material respects with all applicable laws and regulationssole discretion, both state and federal, and has obtained all regulatory approvals deems to be necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementcomply with the Resolution Regulations. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Administrator hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust the Administrator in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustAdministrator, enforceable in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws organzational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustAdministrator, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws organizational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Corporation hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Corporation in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCorporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustCorporation, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) with respect to the USBFS services under this Agreement, will provide a certification to such effect upon reasonable request of the Corporation, and will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Corporation.

Representations and Warranties. A. The Trust Funds hereby represents represent and warrants warrant to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is They are duly organized and existing under the laws of the their jurisdiction of its organization, with full power to carry on its their business as now conducted, to enter into this Agreement and to perform its their obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Funds in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFunds, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is They are conducting its their business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has have obtained all regulatory approvals necessary to carry on its their business as now conducted; there is no statute, rule, regulation, order or judgment binding on it them and no provision of its their charter, bylaws or any contract binding it or affecting its their property which would prohibit its their execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFunds, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Eagle hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Eagle in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustEagle, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustEagle, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3c) It is conducting its business in substantial compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.; B. USBFS hereby represents (d) The method of valuation of securities and warrants the method of computing the Net Asset Value shall be as set forth in the Offering Materials of each Fund. To the extent the performance of any Net Asset Value or other computation services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for each Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and thereafter shall either (x) furnish BNY Mellon with the appropriate values of a Fund’s securities, Net Asset Value or other computation or (y) instruct BNY Mellon in writing as to the Trust, which representations and warranties shall be deemed appropriate valuation methodology to be continuing throughout employed by BNY Mellon to compute Net Assets in a manner that the term Fund then represents in writing to be consistent with the Fund’s Offering Materials, in each case subject to the prior approval of BNY Mellon confirming its ability to act in accordance with the foregoing; (e) The terms of this Agreement, that: (1) It is duly organized the fees and existing under the laws of the jurisdiction of its organization, expenses associated with full power to carry on its business as now conducted, to enter into this Agreement and any benefits accruing to perform its obligations BNY Mellon or to the Investment Advisor or sponsor of the Trust in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of the Trust relating to this Agreement have been fully disclosed to the Board of the Trust and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (f) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (2g) This Without limiting the provisions of Section 21 below, the Trust shall treat as confidential the terms and conditions of this Agreement has been duly authorizedand shall not disclose nor authorize disclosure thereof to any other person, executed except (i) to its employees, regulators, examiners, internal and delivered external accountants, auditors and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by USBFS a court order or legal process, (iv) as agreed in accordance with writing by BNY Mellon or (v) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Trust’s obligations of confidentiality hereunder; (h) The Trust shall promptly notify BNY Mellon in writing of any and all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting legal proceedings or securities investigations filed or commenced against the rights and remedies of creditors and secured partiesTrust (or any Fund thereof) or the Board; and (3j) It is conducting The Trust acknowledges for itself and its business in compliance in all material respects with all applicable laws and regulationsFund that certain information provided by BNY Mellon on the website of any Fund may be protected by copyrights, both state and federaltrademarks, service marks and/or other intellectual property rights, and has obtained as such, agrees that all regulatory approvals necessary such information provided is for the sole and exclusive use of the Trust and its users. Certain information provided by BNY Mellon is supplied to carry BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Trust, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it websites in any way without the express written permission of BNY Mellon and no provision of the Licensor. (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementpermission.)

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Company hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustCompany, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS Fund Services hereby represents and warrants to the TrustCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSFund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective, and appropriate state securities law filings will be made as necessary to enable the Trust to make a continuous public offering of its shares; and (5) All records of the Trust provided to USBFS by the Trust or by a prior service provider of the Trust are, to the best of the Trust’s knowledge, accurate and complete in all material respects and USBFS is entitled to rely on all such records in the form provided. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust and Sponsor each hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustTrust or Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (4) All records of the Trust provided to Fund Services by the Trust or by a prior service provider of the Trust are accurate and complete and Fund Services is entitled to rely on all such records in the form provided. B. Fund Services hereby represents and warrants to the Trust and Sponsor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby Custodian represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Trust that: (1a) It is a trust company duly organized and existing under the laws of the jurisdiction Commonwealth of its organization, with full power Massachusetts; (b) It is duly qualified to carry on its business as now conductedin the Commonwealth of Massachusetts; (c) This Agreement constitutes its legal, valid, binding and enforceable agreement; (d) It is empowered under applicable laws and by its organizational documents to enter into and perform the services contemplated in this Agreement and to perform its obligations hereunderAgreement; (2e) This Agreement has All requisite organizational proceedings have been duly authorized, executed taken to authorize it to enter into and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured partiesperform this Agreement; and (3f) It is conducting its business Its entrance into this Agreement shall not cause a material breach or be in compliance in all material respects conflict with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order any other agreement or judgment binding on it and no provision obligation of its charter, bylaws the Custodian or any contract binding it law or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby regulation applicable to it. The Trust represents and warrants to the TrustCustodian that: (a) It is duly organized, which representations validly existing in good standing in its jurisdiction of organization and warranties shall be deemed is qualified to be continuing throughout the term conduct its business in every jurisdiction where its business is conducted; (b) The execution, delivery and performance of this Agreement, that:all documents and instruments to be delivered hereunder or thereunder and all transactions contemplated hereunder or thereunder have been duly authorized by all necessary organizational action; (1c) The person executing this Agreement on its behalf has been duly authorized to act on its behalf; (d) This Agreement constitutes its legal, valid, binding and enforceable agreement; (e) It is duly organized has obtained all authorizations, approvals and existing under the laws consents of the jurisdiction of its organization, any governmental body required in connection with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed all transactions contemplated hereunder and delivered by USBFS such authorizations are in accordance with all requisite action full force and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured partieseffect; and (3f) It The execution, delivery and performance of this Agreement and the transactions hereunder will not violate any agreement, law, ordinance, charter, by-law, rule or regulation applicable to it or by which it is conducting bound or by which any of its business in compliance in all material respects with all applicable laws assets are affected. Further, the Trust hereby acknowledges and regulationsagrees that it shall promptly notify the Custodian of any statute, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statuteregulation, rule, regulationor other regulatory requirement or policy governing any Fund, order or judgment binding on it and no provision of its charterany change thereto, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of may affect the Custodian’s responsibilities under this Agreement.

Representations and Warranties. A. The Trust Each Fund hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2b) This Agreement has been duly authorized, executed and delivered by the Trust such Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Trustsuch Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3c) The Fund’s Investment Advisor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2e) This Agreement has been duly authorized, executed The method of valuation of securities and delivered the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. To the extent the performance of any services described in Schedule I attached hereto by USBFS BNY Mellon in accordance with all requisite action the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and constitutes thereafter shall either furnish BNY Mellon with the appropriate values of securities, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a valid manner the Fund specifies in writing, and legally binding obligation either the furnishing of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws such values or the giving of general application affecting such instructions shall constitute a representation by the rights and remedies of creditors and secured parties; and (3) It Fund that the same is conducting its business in compliance in all material respects consistent with all applicable laws and regulationsregulations and with its Offering Materials, both state and federal, and has obtained all regulatory approvals necessary subject to carry on confirmation by BNY Mellon as to its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance capacity to act in accordance with the foregoing; (f) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor to or sponsor of a Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of a Fund relating to this Agreement have been fully disclosed to the Board of each Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (g) Each person named on Exhibit B hereto is duly authorized by such Fund to be an Authorized Person hereunder; (h) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (i) Without limiting the provisions of Section 21 herein, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder; and (j) The Funds shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against any Fund, the Investment Advisor or the Board.

Representations and Warranties. A. The Trust Fund hereby represents represents, warrants and warrants acknowledges to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatCustodian: (1) It . That it is a business trust duly organized and existing and in good standing under the laws of the jurisdiction Commonwealth of Massachusetts, and that it is registered under the 1940 Act; and 2. That it has the requisite power and authority under applicable law, its organization, with full power to carry on Declaration of Trust and its business as now conducted, Bylaws to enter into this Agreement Agreement; that it has taken all requisite action necessary to appoint Custodian as custodian and investment accounting and recordkeeping agent for the Portfolios; that all requisite action has been taken and any necessary approvals and consents have been obtained for Custodian to perform its obligations hereunder; (2) This serve as investment accounting and recordkeeping agent of the Portfolios; that it has all necessary power and authority to act for and on behalf of the Portfolios as provided for herein; that this Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action Fund; and that this Agreement constitutes a legal, valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject . 3. That it has determined to bankruptcy, insolvency, reorganization, moratorium its satisfaction that the System is appropriate and other laws of general application affecting suitable for the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this AgreementPortfolios' needs. B. USBFS Custodian hereby represents represents, warrants and warrants acknowledges to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatFund: (1) It . That it is a trust company duly organized and existing and in good standing under the laws of the jurisdiction State of Missouri; and 2. That it has the requisite power and authority under applicable law, its organization, with full power to carry on Charter and its business as now conducted, Bylaws to enter into and perform this Agreement and to perform its obligations hereunder; (2) This Agreement; that this Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action Custodian; and that this Agreement constitutes a legal, valid and legally binding obligation of USBFSCustodian, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting . 3. That it has in force at the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federaldate hereof, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance shall maintain in force during the full term of this Agreement, insurance with respect to the assets in the Portfolios covering such risks and in such amounts as it maintains with respect to assets held for the accounts of other clients, and that it shall provide evidence of such insurance to Fund annually upon Fund's request. 4. Subject to Fund's performance of its duties and responsibilities hereunder, the services provided by IFTC hereunder comply with the provisions of the 1940 Act generally applicable to mutual fund custody and recordkeeping.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which that would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which that would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. (a) The Trust hereby represents and warrants to USBFSBNY, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This this Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3iii) It it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its chartertrust instrument, bylaws and all amendments thereto ("Charter") or by-laws, and all amendments thereto ("Bylaws") nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS (b) BNY hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This this Agreement has been duly authorized, executed and delivered by USBFS it in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSobligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3iii) It it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterorganizational documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and and, assuming USBFS’s full performance under this Agreement, has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Each Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the each Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) with respect to the USBFS services under this Agreement, will provide a certification to such effect upon reasonable request of the Trust, and will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act. (5) All records of the Trust (including, without limitation, all shareholder and account records) provided to USBFS by the Trust or by a prior transfer agent of the Trust are accurate and complete and USBFS is entitled to rely on all such records in the form provided.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; and (5) All records of the Trust provided to USBGFS by the Trust or by a prior service provider of the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided. B. USBFS USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. (i) The Trust hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3c) The Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) It is conducting its business in material compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (e) The Trust will maintain policies and procedures reasonably designed to ensure that all investments for the Trust are conducted in compliance with anti-corruption laws, Anti-Money Laundering Laws, and Sanctions applicable to the Trust. The Trust shall cooperate with BNY Mellon and provide assistance reasonably requested by BNY Mellon in connection with any anti-money laundering, terrorist financing or sanctions-related inquiries. (f) The method of valuation of the assets of the Trust and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Trust. To the extent the Trust or the Sponsor becomes aware that the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Trust would violate any applicable laws or regulations, the Trust shall immediately notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of the assets of the Trust, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Trust assets and/or compute Net Asset Value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (g) Each person named on Exhibit A hereto is duly authorized by the Trust to be an Authorized Person hereunder; (h) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Offering Materials), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants; (i) Without limiting the provisions of Section 18 herein, the Trust shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, counsel, and other advisors (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, which consent shall not be unreasonable withheld (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Trust’s obligations of confidentiality hereunder; and (j) The Trust shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or, to the extent it or the Sponsor has actual knowledge thereof, commenced against the Trust. (ii) BNY Mellon hereby represents and warrants, which representations and warranties shall be deemed to be continuing, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder (b) This Agreement has been duly authorized, executed and delivered by BNY Mellon and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; and (c) It is conducting its business in material compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to provide the services hereunder and there is no statute, regulation, rule, order, or judgment binding on it and no provision of its organizational documents, nor of any mortgage, indenture, credit agreement, or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; (5) All records of the Trust (including, without limitation, all shareholder and account records) provided to USBGFS by the Trust or by a prior transfer agent of the Trust are materially accurate and materially complete and USBGFS is entitled to rely on all such records in the form provided, except where such records were prepared by USBGFS or its affiliates; and B. USBFS USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) It is a registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its declaration of trust, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. Fund Services hereby represents and warrants to the Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust Administrator hereby represents and warrants to USBFSFund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Administrator in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustAdministrator, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. Fund Services hereby represents and warrants to the Administrator, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. (a) The Trust Trust, on behalf of each Fund, hereby represents and warrants to USBFSBNY Mellon, which representations and warranties shall be deemed to be continuing throughout the term of this Agreementcontinuing, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by the Trust Trust, on its own behalf and on behalf of each Fund, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trustsuch Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, regulation, order or judgment binding on it and no provision of its charterOrganizational Documents, bylaws nor of any mortgage, indenture, credit agreement or any other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of Gold and each Reference Currency and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds would violate any applicable laws or regulations, the Funds shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency and/or compute Net Asset Value or other computations in a manner each Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust’s sponsor and that, if required by applicable law, the Trust or the Trust’s sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. B. USBFS (vi) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) BNY hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2ii) This Agreement has been duly authorized, executed and delivered by USBFS BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSBNY Mellon, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3iii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalhas, and has obtained all regulatory approvals necessary to carry on will maintain, such backup, contingency and disaster recovery procedures as are required by its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementregulators.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws organizational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws organizational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and, assuming USBFS’s full performance under that certain Fund Administration Servicing Agreement between USBFS and the Trust dated as of the date hereof (the “Fund Administration Servicing Agreement”), has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (4) A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective no later than the effective date of this Agreement and will remain effective during the term of this Agreement, and, assuming USBFS’s full performance under the Fund Administration Servicing Agreement, appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder and both it and its employees and associated persons are duly licensed to perform its obligations under this Agreement and carry out a transfer agency business in all of the jurisdictions in which it is conducting such business; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (34) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementa registered transfer agent under the Exchange Act.

Representations and Warranties. A. The Trust hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement; and (5) All records of the Trust provided to USBGFS by the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided. B. USBFS USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business and will provide its services hereunder in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust 9.1 Where the Affiliate is a natural person, it hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatCompany the following: (1i) It is duly organized and existing under it has the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, capacity to enter into this Agreement and to perform its obligations the Services provided for hereunder;, (2ii) This Agreement has been duly authorized, executed and delivered by the Trust it shall not be in accordance with all requisite action and constitutes a valid and legally binding obligation breach of the Trust, enforceable Applicable Laws and Regulations in accordance with its terms, providing the Services, (iii) it is not bankrupt or subject to bankruptcyany administrative, insolvencyinsolvency order, reorganizationtax or other proceedings, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3iv) It is conducting its business in compliance in all material respects with all applicable laws and regulationshas not been convicted for any criminal activity or been subject to any sanctions, both state and federalregulatory or other investigations, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statutefor unlawful or unethical conduct or breach of any law, rule, regulation, order regulation or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementprofessional conduct other than minor traffic offenses. B. USBFS 9.2 Where the Affiliate is a legal person, it hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatCompany as follows: (1i) It is duly organized and existing under the laws of the jurisdiction of its organization, with has full power and authority to carry on its business as now conducted, to enter into execute and deliver this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed hereunder and delivered by USBFS to provide the Services and transactions contemplated hereunder and that there are no other undertakings or agreements preventing it from committing itself in accordance with all requisite action this Agreement and constitutes a performing its obligations hereunder. (ii) The execution and delivery of this Agreement, and the performance by the Affiliate of its obligations hereunder, have been duly authorized by its relevant governance bodies in accordance with applicable law and its internal statutes and regulations. (iii) This Agreement, upon execution and delivery by the Company and the Affiliate, will constitute the legal, valid and legally binding obligation obligations of USBFSthe Affiliate, enforceable against the Affiliate in accordance with its terms. (iv) The Affiliate and its shareholders, Board of Directors and key staff have not been subject to bankruptcyany legal or regulatory investigations or been subject to any sanctions or fines or other penalties for breaches of the Applicable Laws and Regulations applicable to it, insolvencyincluding without limitation, reorganization, moratorium any fines or sanctions for breaches of and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable financial services laws and regulations. 9.3 The Affiliate hereby warrants and undertakes that the information provided on the Affiliate Application Form is true, both state fair, complete and federalaccurate. The Company has the right to constantly monitor the activities of the Affiliate for the purpose of ensuring compliance with the provisions of the Affiliate Application Form and this Agreement. In the event in which any such information is or becomes false, misleading or inaccurate, the Affiliate agrees and has obtained accepts that the Company shall have the right to terminate this Agreement forthwith by a written notice to the Affiliate. 9.4 The Affiliate acknowledges that Clients referred to the Company become Clients of the Company and are not clients of the Affiliate and further, that it shall refrain at all regulatory approvals necessary times from any action which could be construed by prospective or actual Clients to carry on its business as now conducted; indicate that there is no statutea contractual or other legal relationship between the Clients and the Affiliate. The Affiliate undertakes to inform prospective Clients that their legal relationship is solely with the Company and that all communications with respect to their ISAs and their trading at large shall be solely with the Company. 9.5 The Affiliate undertakes that it shall not solicit or entice away from the Company, ruleany Clients of the Company, regulation, order or judgment binding on it and no provision either for the benefit of its charter, bylaws itself or any contract binding it third party and shall not encourage or affecting its property which would prohibit its execution or performance facilitate the migration of any Client to any competitor of the Company for the duration of this AgreementAgreement and for a period of two (2) years after termination of this Agreement may have taken place.

Representations and Warranties. A. The Trust Fund hereby represents and warrants to USBFSUSBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the TrustFund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS USBGFS hereby represents and warrants to the TrustFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by USBFS USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFSUSBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties. A. The Trust hereby Fund covenants, represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, NLCS that: : (1i) It it is a statutory trust duly organized and existing in good standing under the laws of the jurisdiction of Delaware; (ii) it is empowered under applicable laws and by its organization, with full power to carry on its business as now conducted, Organizational Documents to enter into this Agreement and to perform its duties and obligations hereunder; ; (2iii) This all requisite corporate/trust proceedings have been taken to authorize it to enter into this Agreement has been duly authorizedand perform its duties and obligations hereunder; (iv) it is, or will be within a reasonable date, a closed-end management investment company under the Investment Company Act; (v) this Agreement, when executed and delivered by the Trust in accordance with all requisite action and constitutes delivered, will constitute a legal, valid and legally binding obligation of the TrustFund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and and (3vi) It a registration statement under the Securities Act and Investment Company Act is conducting its business in compliance in all material respects or will be effective and will remain effective and appropriate state securities law filings will be or have been made and will continue to be made with all applicable laws and regulationsrespect to the Fund. NLCS covenants, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Fund that: : (1i) It it is a limited liability company duly organized and existing in good standing under the laws of the jurisdiction of Nebraska; (ii) it is empowered under applicable laws and by its organization, with full power to carry on its business as now conducted, organizational documents to enter into this Agreement and to perform its duties and obligations hereunder; ; (2iii) This all requisite company proceedings have been taken to authorize it to enter into this Agreement has been duly authorizedand perform its duties and obligations hereunder; (iv) this Agreement, when executed and delivered by USBFS in accordance with all requisite action and constitutes delivered, will constitute a legal, valid and legally binding obligation of USBFSNLCS, enforceable against NLCS in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.; and and (3v) It registration under the laws of Nebraska is conducting its business in compliance in all material respects effective and will remain effective and appropriate state law filings will be or have been made and will continue to be made with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary respect to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this AgreementNLCS.