Exhibit (c)(4)

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF TRUST

OF

HEWITT SERIES TRUST

This Certificate of Amendment to Certificate of Trust of Hewitt Series Trust (the “Trust”), dated as of July 26, 2017 (this “ Certificate of Amendment ”), is being duly executed and filed pursuant to the provisions of 12 Del. C. § 3810(b) by the undersigned trustee, to amend the Certificate of Trust of the Trust which was filed on July 6, 1998 with the Office of the Secretary of State of the State of Delaware (the “Certificate of Trust”).

The Certificate of Trust is hereby amended as follows:

1.   The name of the Trust is Alight Series Trust.

2.   This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment as of the date first above written.

Exhibit (e)

DISTRIBUTION AGREEMENT

This Distribution Agreement (the “Agreement”) is made this 1st day of May, 2017, by and between Hewitt Series Trust (the “Trust”), on behalf of its portfolio known as Hewitt Money Market Fund (the “Fund”), and Hewitt Financial Services LLC (the “Distributor”).

W I T N E S S E T H:

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company and the Trust has determined to offer shares of the Fund for sale to the public in a continuous offering;

WHEREAS, pursuant to that certain Purchase Agreement (the “Purchase Agreement”), dated as of February 9, 2017, by and between Aon plc, a public limited company organized under the laws of England and Wales and the indirect parent company of the Distributor (“Parent”), and Tempo Acquisition, LLC, a Delaware limited liability company (“Buyer”), subject to the terms and conditions set forth therein, Parent will cause the equity interests of Hewitt Associates, LLC, an Illinois limited liability company and the direct parent company of the Distributor, to be sold, transferred, conveyed and delivered to Buyer or one of its subsidiaries at the Closing (as such term is defined in the Purchase Agreement);

WHEREAS, the Trust and the Distributor previously entered into that certain Distribution Agreement, dated as of August 23, 2000, which was subsequently amended and restated on May 1, 2005 (the “Prior Agreement”); and

WHEREAS, the Prior Agreement terminated automatically as a result of the Closing and therefore the Trust and the Distributor wish to enter into this Agreement to be effective from and after the Closing;

WHEREAS, after the effective date of the post-effective amendment to the Trust’s registration statement (the “Registration Statement”) registering shares of the Trust representing interests in the Fund, par value $0.0001 per share (such shares, the “Shares”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), the Trust has commenced the continuous offering of Shares; and

WHEREAS, Shares shall initially be of two classes: Institutional Shares and Administrative Shares;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.  Appointment of the Distributor .

(a) The Trust hereby appoints the Distributor to serve as a distributor of the Shares and to arrange for the sale of the Shares to investors on the terms set forth in this Agreement and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.

(b) The Distributor shall act as agent of and as a distributor for the Trust in connection with the sale of the Shares to investors and dealers, upon the terms described herein and in the Trust’s prospectus (the “Prospectus”) and statement of additional information (the “Statement of Additional Information” or “SAI”) included in the Trust’s Registration Statement, as said Prospectus and Statement of Additional Information and Registration Statement may be amended and supplemented from time to time. No sales of the Shares shall be made by the Distributor pursuant to this Agreement unless the Registration Statement under the 1933 Act is effective at the time of such sales.

SECTION 2. Exclusive Nature of Duties .

The Distributor shall be the exclusive distributor of the Shares, except that:

(a) The Trust may, upon written notice to the Distributor, from time to time designate other distributors of the Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to serve as distributor in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof.

(b) The rights granted to the Distributor to act as agent in connection with the sale of the Shares shall not apply to Shares issued by the Trust: (i) in connection with the merger or consolidation of any other investment company or personal holding company with the Trust or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Trust; or (ii) pursuant to reinvestment of dividends, capital gains or other distributions; or (iii) pursuant to any reinstatement privilege afforded redeeming shareholders.

SECTION 3. Purchase of Shares from the Trust and Compensation of Distributor .

(a) Upon the effective date of the Registration Statement, the Trust will commence a continuous offering of Institutional Shares and Administrative Shares. The Trust may establish additional classes of Shares in the future and make continuous offerings of Shares of such classes. During the continuous offering of Shares of a class, the Distributor shall offer and solicit offers to subscribe to the purchase of such Shares from investors.

(b) The Distributor shall not be paid any compensation by the Trust pursuant to this Agreement, however, the Trust may, on behalf of one or more classes of Shares, pay such compensation and make other payments to the Distributor as may be permitted by a separate Plan of Distribution and Related Agreement adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act. The Distributor may pay such concessions or reallowances to dealers as the Distributor, in its discretion, may from time to time determine. The Trust and the Distributor agree, however, that no concessions or reallowances shall be paid except in compliance with applicable laws and regulations, including the rules of the National Association of Securities Dealers, Inc. (the “NASD”).

(c) The public offering price of each class of the Shares, i.e., the price per share at which the Distributor or Dealers (as hereinafter defined) may sell such Shares to the public, shall be the

net asset value per share of such class of the Shares. If the public offering price does not equal an even cent, the public offering price may be adjusted to the nearest cent.

(d) The net asset value per share of each class of the Shares shall be determined by the Trust or an agent appointed by the Trust, on such days, and at such times and in such manner, as is set forth in the Prospectus and the SAI and in guidelines that may be established by the Board of Trustees of the Trust.

(e) The Trust shall have the right to suspend the sale of Shares of any or all classes at times when redemption is suspended pursuant to the conditions set forth in Section 4(b) hereof. The Trust shall also have the right to suspend the sale of the Shares if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared by Federal or New York authorities, or if there shall have been some other extraordinary event or if conditions exist, which, in the sole judgment of the Trust, makes it impracticable or inadvisable to sell the Shares.

(f) The Trust, or any agent of the Trust designated in writing by the Trust, shall be promptly advised of all purchase orders for Shares received by the Distributor. Any order may be rejected by the Trust; provided, however, that the Trust will not arbitrarily or without reasonable cause refuse to accept orders for the purchase of Shares. The Distributor will confirm orders upon their receipt, and the Trust (or its agent), upon receipt of payment therefor and instructions, will deliver a statement confirming the issuance of such Shares. The Distributor agrees to cause such instructions and any payments that it may receive to be delivered promptly to the Trust (or its agent).

(g) Nothing contained herein shall require the Trust to offer the Shares of any class, and the Trust may terminate or suspend the continuous offering of the Shares of any class at any time in its sole discretion.

SECTION 4.  Redemption of Shares .

(a) Any of the outstanding Shares may be tendered for redemption at any time, and the Trust agrees to redeem Shares so tendered in accordance with their terms and the procedures and requirements set forth in the Prospectus and the SAI. The price to be paid upon the redemption of the Shares of each class shall be equal to the net asset value per share of such class calculated in accordance with the provisions of Section 3(d) hereof. All payments by the Trust hereunder shall be made in the manner set forth below.

Subject to Section 4(b) hereof, the Trust shall pay the total amount of the redemption price in accordance with applicable provisions of the Prospectus and the SAI on or before the seventh day subsequent to receipt by the Trust (or its agent) of a request for the redemption in proper form.

(b) Redemptions of Shares may be suspended or payment by the Trust upon the redemption of Shares may be postponed for more than seven days at times: (i) when the New York Stock Exchange is closed for other than customary weekend or holiday closings; (ii) when trading on said Exchange is restricted, or when an emergency exists as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably

practicable for the Trust fairly to determine the value of its net assets, as provided by SEC rules; or (iii) during any other period when the SEC by order so permits.

SECTION 5.  Duties of the Trust .

(a) The Trust shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of the Shares, including one certified copy, upon request by the Distributor, of all financial statements prepared by the Trust, in respect of the Fund, and examined by independent accountants. The Trust shall, at the expense of the Distributor, make available to the Distributor such number of copies of the Prospectus and the SAI as the Distributor shall reasonably request.

(b) The Trust shall take, from time to time, but subject to the necessary approval of its shareholders, all necessary action to register the Shares under the 1933 Act, to the end that there will be available for sale such number of the Shares as investors may reasonably be expected to purchase.

(c) The Trust shall use its best efforts to qualify and maintain the qualification of an appropriate number of Shares for sale under the securities laws of such states as the Distributor and the Trust may approve. Any such qualification may be withheld, terminated or withdrawn by the Trust at any time in its discretion. As provided in Section 8(b) hereof, the expense of qualification and maintenance of qualification shall be borne by the Trust. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Trust in connection with such qualification.

(d) The Trust shall, at the expense of the Distributor, furnish, in reasonable quantities upon request by the Distributor, copies of annual and interim reports of the Trust.

(e) The Trust shall promptly notify the Distributor if the effectiveness of the Registration Statement is suspended or lapses and shall promptly notify of the termination or withdrawal of qualification under the laws of any state.

SECTION 6.  Duties of the Distributor .

(a) The Distributor shall devote reasonable time and effort to effect sales of the Shares, but shall not be obligated to sell any specific number of Shares. The services of the Distributor hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into distribution or dealer arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.

(b) Neither the Distributor nor any Dealer nor any other person is authorized by the Trust to give any information or to make any representations, other than those contained in the Registration Statement or the Prospectus and SAI. Any advertising or sales literature relating to the Trust shall be approved by the Distributor and the contents and use thereof shall comply with all applicable laws and regulations, including rules and interpretations of the NASD.

(c) The Distributor shall perform its responsibilities hereunder in accordance with applicable laws and regulations, including rules and interpretations of the NASD.

SECTION 7.  Selected Dealer and Agency Agreements .

(a) The Distributor shall have the right to enter into selected dealer agreements with securities dealers (and with such other financial institutions as may be authorized under applicable laws and regulations to act as agent in the sale of Shares) of its choice (“Dealers”) for the offering and sale of the Shares by such Dealers and agents. The Distributor may pay such compensation and concessions to Dealers as it determines, consistent with applicable law and the rules of the NASD. Shares offered for sale by Dealers shall be offered on the same terms as would apply to the Distributor as set forth herein.

(b) Within the United States, the Distributor shall enter into selected dealer agreements only with organizations that are either members in good standing of the NASD or financial institutions that are not required to be NASD members.

(c) The Distributor shall adopt and follow procedures for the confirmation of sales of Shares to investors and Dealers, the collection of amounts payable by investors and Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with applicable laws and regulations and the requirements of the NASD, as they may from time to time exist.

SECTION 8.  Payment of Expenses .

(a) The Trust shall bear all of its costs and expenses, including fees and disbursements of its counsel and auditors, in connection with: (i) the preparation and filing of the Registration Statement, the Prospectus and the SAI, and supplements to the foregoing, and annual and interim reports and proxy materials; and (ii) the expense of printing, mailing and otherwise distributing Prospectuses and SAIs (including supplements), annual and interim reports and proxy materials for use by shareholders. The expense of printing, mailing and otherwise distributing such materials to persons who are not shareholders shall be borne by the Distributor.

(b) The Trust shall bear the cost and expenses of qualification of the Shares for sale, and, if necessary or advisable in connection therewith, of qualifying the Trust as a broker or dealer, in such states of the United States or other jurisdictions as shall be selected by the Trust and the Distributor pursuant to Section 5(c) hereof, and the cost and expenses payable to each such state for continuing qualification therein until the Trust decides to discontinue such qualification pursuant to Section 5(c) hereof.

SECTION 9.  Indemnification .

(a) The Trust shall indemnify and hold harmless the Distributor and each person, if any, who controls the Distributor against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any Shares, which may be based upon the 1933 Act, or on any other statute or at common law, on the ground that the Registration Statement, the Prospectus or the SAI, or any

annual or interim report to shareholders, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust in connection therewith by or on behalf of the Distributor; provided, however, that in no case (i) is the indemnity of the Trust in favor of the Distributor and any such controlling persons to be deemed to protect such Distributor or any such controlling persons thereof against any liability to the Trust or its shareholders to which the Distributor or any such controlling persons would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement; or (ii) is the Trust to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any such controlling persons, unless the Distributor or such controlling persons as the case may be, shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor or such controlling persons (or after the Distributor or such controlling persons shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve it from any liability which it may have to the person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust will be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such liability, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Distributor or such controlling person or persons, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor or such controlling person or persons, defendant or defendants in the suit, shall bear the fees and the expenses of any additional counsel retained by them, but, in case the Trust does not elect to assume the defense of any such suit, it will reimburse the Distributor or such controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Shares.

(b) The Distributor shall indemnify and hold harmless the Trust and each of its trustees and officers and each person, if any, who controls the Trust against any loss, liability, claim, damage, or expense described in the foregoing indemnity contained in subsection (a) of this Section, but only with respect to statements or omissions made in reliance upon, and in conformity with, information furnished to the Trust in writing by or on behalf of the Distributor for use in connection with the Registration Statement, the Prospectus or the SAI, or the annual or interim reports to shareholders. In case any action shall be brought against the Trust or any person so indemnified, in respect of which indemnity may be sought against the Distributor, the Distributor shall have the rights and duties given to the Trust, and the Trust and each person so indemnified shall have the rights and duties given to the Distributor by the provisions of subsection (a) of this Section 9.

SECTION 10.  Duration and Termination of This Agreement .

This Agreement shall remain in effect for an initial term of two years from the date hereof and shall continue in effect from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the outstanding voting securities of the Fund (as defined by the 1940 Act and the rules thereunder) or by the Board of Trustees of the Trust; provided, that in either event such continuance is also approved annually by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, which vote must be cast in person at a meeting called for the purpose of voting on such approval; and provided, however, that: (a) the Trust may, at any time and without the payment of any penalty, terminate this Agreement upon sixty days’ written notice to the Distributor; (b) this Agreement shall immediately terminate in the event of its assignment (to the extent required by the 1940 Act and the rules thereunder) unless such automatic termination shall be prevented by an exemptive order or rule of the SEC; and (c) the Distributor may terminate this Agreement without payment of any penalty on sixty days’ written notice to the Trust.

SECTION 11.  Amendments of this Agreement .

This Agreement may be amended only by the written agreement of the parties; provided that any amendment hereof must be approved by the Board of Trustees of the Trust, including a majority of the directors of the Trust who are not parties to this Agreement or “interested persons” (as defined by the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval.

SECTION 12.  Governing Law .

This Agreement shall be construed in accordance with the laws of the State of Illinois and the applicable provisions of the 1940 Act. To the extent the applicable laws of the State of Illinois, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

SECTION 13.  Liability of the Trust .

The Declaration of Trust states and notice is hereby given that this Agreement is not executed on behalf of the Trustees of the Trust as individuals, and that the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders or partners of the Trust individually, but are binding only upon the assets and property of the Trust.

SECTION 14.  Entire Agreement .

This Agreement constitutes the entire agreement between the parties hereto with respect to the matters described herein.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written.

Exhibit (h)(2)

THIRD PARTY FEEDER FUND

AGREEMENT

AMONG

ALIGHT SERIES TRUST

HEWITT FINANCIAL SERVICES LLC

AND

MASTER INVESTMENT PORTFOLIO

dated as of

[            ], 2017

TABLE OF CONTENTS

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AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of this [    ] day of [        ], 2017, by and among Alight Series Trust, a Delaware statutory trust (“Trust”), for itself and on behalf of its series, Alight Money Market Fund (“Fund”); Hewitt Financial Services LLC (“Distributor”), an Illinois limited liability company; and Master Investment Portfolio (“MIP”), a Delaware business trust, for itself and on behalf of its series, Treasury Money Market Master Portfolio (“Portfolio”).

WITNESSETH

WHEREAS, Trust and MIP are each registered under the Investment Company Act of 1940 (the “1940 Act”) as open-end management investment companies;

WHEREAS, Fund and Portfolio have the same investment objective and substantially the same investment policies;

WHEREAS, Fund desires to pursue its investment objective by investing on an ongoing basis all of its investable assets (the “Assets”) in Portfolio (the “Investments”) on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES

1.1 Trust .

Trust represents and warrants to MIP that:

(a)     Organization . Trust is a trust duly organized, validly existing and in good standing under the laws of the State of Delaware and Fund is a duly and validly designated series of Trust. Each of Trust and Fund has the requisite power and authority to own its property and conduct its business as proposed to be conducted pursuant to this Agreement. Neither Trust nor Fund is under the jurisdiction of a court in a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or a similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(b)     Authorization of Agreement . The execution and delivery of this Agreement by Trust on behalf of Fund and the conduct of business contemplated hereby have been duly authorized by all necessary action on the part of Trust’s Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by Fund, or the performance by Fund of its obligations hereunder. This Agreement when executed

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and delivered by Trust on behalf of Fund shall constitute a legal, valid and binding obligation of Trust, enforceable against Fund in accordance with its terms. No meeting of, or consent by, shareholders of Fund is necessary to approve or implement the Investments.

(c)     1940 Act Registration . Trust is duly registered under the 1940 Act as an open-end management investment company, and such registration is, and will be, in full force and effect.

(d)     SEC Filings . Trust has duly filed all forms, reports, proxy statements and other documents (collectively, the “SEC Filings”) required to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “1934 Act”) and the 1940 Act, and the rules and regulations thereunder (collectively, the “Securities Laws”), in connection with the registration of Fund’s shares, any meetings of its shareholders and its registration as an investment company. All SEC Filings relating to Fund comply in all material respects with the requirements of the applicable Securities Laws and do not, as of the date of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e)     Fund Assets . Fund currently intends on an ongoing basis to invest its Assets solely in Portfolio.

(f)     Registration Statement . Trust has reviewed MIP’s and Portfolio’s registration statement on Form N-lA, as filed with the SEC on [April 28, 2016], and as amended and/or supplemented, and agrees that Fund’s Investments will be subject to the terms thereof. Trust has relied solely upon the documents referenced in the preceding sentence, the advice of its tax or other advisers, and independent investigations made by Trust in making the Investments. No representations or agreements other than those set forth in such documents and this Agreement have been made to Trust by MIP. Fund understands and acknowledges that Portfolio has the right, in its sole discretion, at any time, to limit or reject additional Investments from Fund, provided that MIP shall provide Trust at least thirty (30) days’ advance written notice, or such lesser time as may be agreed to by the parties, of any such limit or rejection.

(g)     Insurance . As of the date of commencement of its operations, Fund has in force reasonable insurance coverage against liabilities that may arise as a result of Fund’s business as a registered investment company.

(h)     Anti-Money Laundering . Trust acknowledges that (i) it is a “financial institution” as defined in the Bank Secrecy Act (the “BSA”) and/or (ii) it relies on service providers that are “financial institutions” to perform functions such as handling customer applications, creating shareholder accounts, receiving funds, processing transactions for customer accounts, and withdrawing and distributing funds from customer accounts. Trust also acknowledges that it, and/or its service providers, are required to comply with the BSA and the USA PATRIOT Act of 2001 and regulations promulgated thereunder.

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1.2 MIP . MIP represents and warrants to Trust that:

(a)     Organization . MIP is a trust duly organized, validly existing and in good standing under the laws of the State of Delaware and Portfolio is a duly and validly designated series of MIP. Each of MIP and Portfolio has the requisite power and authority to own its property and conduct its business as now being conducted. Neither MIP nor Portfolio is under the jurisdiction of a court in a proceeding under the Bankruptcy Code or a similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.

(b)     Authorization of Agreement . The execution and delivery of this Agreement by MIP on behalf of Portfolio and the conduct of business contemplated hereby have been duly authorized by all necessary action on the part of MIP’s Board of Trustees and no other action or proceeding is necessary for the execution and delivery of this Agreement by Portfolio, or the performance by Portfolio of its obligations hereunder. This Agreement when executed and delivered by MIP on behalf of Portfolio shall constitute a legal, valid and binding obligation of MIP and Portfolio, enforceable against MIP and Portfolio in accordance with its terms, subject to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No meeting of, or consent by, interestholders of Portfolio is necessary to approve the issuance of the Interests (as defined below) to Fund.

(c)     Authorization of Issuance of Beneficial Interest . The issuance by MIP of beneficial interests in the Portfolio (“Interests”) in exchange for the Investments by Fund of its assets has been duly authorized by all necessary action, if any, on the part of the Board of Trustees of MIP.

(d)     1940 Act Registration . MIP is duly registered as an open-end management investment company under the 1940 Act and such registration is, and will be, in full force and effect.

(e)     SEC Filings; Securities Exemptions . MIP has duly filed all SEC Filings, as defined herein, relating to Portfolio required to be filed with the SEC pursuant to the Securities Laws. Interests in Portfolio are not required to be registered under the 1933 Act, because such Interests are offered solely in private placement transactions which do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. In addition, Interests in Portfolio are either noticed or qualified for sale or exempt from notice or qualification requirements under applicable securities laws in those states or jurisdictions in which Interests are offered and sold. All SEC Filings relating to Portfolio comply in all material respects with the requirements of the applicable Securities Laws, and do not, as of the date of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f)     Tax Status . Based upon applicable IRS interpretations and rulings, Portfolio is treated as a partnership for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) for its current taxable year.

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(g)     Taxable and Fiscal Year . The taxable and fiscal year end of Portfolio is December 31.

1.3      Distributor . Distributor represents and warrants to MIP that the execution and delivery of this Agreement by Distributor have been duly authorized by all necessary action on the part of Distributor and no other action or proceeding is necessary for the execution and delivery of this Agreement by Distributor, or the performance by Distributor of its obligations hereunder. This Agreement when executed and delivered by Distributor shall constitute a legal, valid and binding obligation of Distributor, enforceable against Distributor in accordance with its terms.

ARTICLE II

COVENANTS

2.1     Trust . Trust covenants that:

(a)     Advance Review of Certain Documents . Trust will furnish MIP at least ten (10) business days prior to the earlier of filing or first use, with drafts of Fund’s registration statement on Form N-lA and any amendments thereto, and also will furnish MIP at least five (5) business days’ prior to the earlier of filing or first use, with drafts of any prospectus or statement of additional information supplements. In addition, Trust will furnish or will cause to be furnished to MIP at least five (5) business days prior to the earlier of filing or first use, as the case may be, any proposed advertising or sales literature that contains language that describes or refers to MIP or Portfolio and that was not previously approved by MIP. Trust agrees that it will include in all such Fund documents any disclosures that may be required by law, and that it will incorporate in all such Fund documents any material and reasonable comments made by MIP. MIP will not, however, in any way be liable to the Trust, Distributor or any other Covered Person (as defined in Section 3.2(a) below) for any errors or omissions in such documents, whether or not MIP makes any objection thereto, except to the extent such errors or omissions result from errors in or omissions in information provided in MIP’s 1940 Act registration statement or otherwise provided by MIP for inclusion therein, or result from the failure of MIP to provide information requested by the Trust (such information may only be reasonably requested) or information otherwise required to be provided to them by MIP under this Agreement. In addition, neither Fund nor Distributor will make any other written or oral representations about MIP or Portfolio other than those contained in such documents without MIP’s prior written consent.

(b)     SEC and Blue Sky Filings . Trust will file all SEC Filings required to be filed with the SEC under the Securities Laws in connection with the registration of Fund’s shares, any meetings of its shareholders, and the Trust’s registration as an investment company (including the Fund’s registration as a series thereof). Trust will file such similar or other documents as may be required to be filed with any securities commission or similar authority by the laws or regulations of any state, territory or possession of the United States, including the District of Columbia, in which shares of Fund are or will be noticed for sale (“State Filings”).

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Fund’s SEC Filings will comply in all material respects with the requirements of the applicable Securities Laws, and, insofar as they relate to information other than that supplied or required to be supplied by MIP, will not, at the time they are filed or used to offer Fund shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Fund’s State Filings will be prepared in accordance with the requirements of applicable state and federal law and the rules and regulations thereunder.

(c)     1940 Act Registration . Trust will be duly registered as an open-end management investment company under the 1940 Act.

(d)     Tax Status . Fund will qualify for treatment as a regulated investment company under Subchapter M of the Code for any taxable year during which this Agreement continues in effect, unless such lack of qualification is solely as a result of Portfolio’s failure to meet (i) the income test imposed on regulated investment companies under Section 851(b)(2) of the Code and (ii) the asset test imposed on regulated investment companies under Section 851(b)(3) of the Code, as if such Sections applied to it.

(e)     Fiscal Year . Fund shall take appropriate action to adopt and maintain the same fiscal year end as Portfolio (currently the last day of December).

(f)     Proxy Voting . If requested to vote on matters pertaining to MIP or Portfolio, Fund will either seek instructions from its shareholders with regard to the voting of all proxies with respect to Portfolio’s securities and vote such proxies only in accordance with such instructions, or vote the shares held by it in the same proportion as the vote of all other holders of Portfolio’s securities; provided that the Fund will not be obligated to take such action if and to the extent that Fund obtains an exemption from the SEC from Section 12(d)(1)(E)(iii)(aa) of the 1940 Act.

(g)     Compliance with Laws . Trust shall comply, in all material respects, with all applicable laws, rules and regulations in connection with conducting its operations as a registered investment company.

(h)     Insurance . Trust will maintain in full force and effect for so long as this Agreement is in effect insurance coverage against liabilities that may arise as a result of Fund’s business as a registered investment company, in such amount and covering such liabilities as the Board of Trustees of Trust deems reasonable.

(i)     Solely for Investment . The Interests will be acquired solely by and for the account of Fund, solely for investment, and are not being purchased for resale or distribution. With the exception of redemptions made pursuant to the terms of MIP’s registration statement with respect to Portfolio, the Interests are non-transferable, and neither Trust nor Fund will sell, exchange, transfer, assign, pledge or otherwise dispose of the Interests.

2.2          MIP . MIP covenants that:

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(a)     Signature Pages . MIP shall promptly provide all required signature pages to Trust for inclusion in any SEC Filings of Trust, provided Trust is in material compliance with its covenants and other obligations under this Agreement at the time such signature pages are provided and included in the SEC Filing. Trust and Distributor acknowledge and agree that the provision of such signature pages does not constitute a representation by MIP, its Trustees or Officers, that such SEC Filing complies with the requirements of the applicable Securities Laws, or that such SEC Filing does not contain any untrue statement of a material fact or does not omit to the state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to information provided by MIP for inclusion in such SEC Filing or for use by Trust in preparing such filing, which shall in any event include any written information obtained from MIP’s current registration statement on Form N-1A.

(b)     Redemption . Except as otherwise provided in this Section 2.2(b), redemptions of Interests owned by Fund will be effected pursuant to Section 2.2(c). In the event Fund desires to withdraw its entire Investment from Portfolio, either by submitting a redemption request or by terminating this Agreement in accordance with Section 5.1 hereof, MIP, in its reasonable discretion, and in accordance with the 1940 Act and the rules and regulations thereunder, may effect such redemption “in kind” and in such a manner that the securities delivered to Fund or its custodian for the account of Fund approximate Fund’s proportionate share of Portfolio’s net assets immediately prior to such redemption. In addition, in the event Fund makes a redemption (or series of redemptions over any three (3) consecutive business days) of an amount that exceeds 10% of Portfolio’s net asset value, MIP, at its sole discretion, and in accordance with the 1940 Act and the rules and regulations thereunder, may effect such redemption “in kind” and in such a manner that the securities delivered to Fund or its custodian approximate Fund’s proportionate share of Portfolio’s net assets immediately prior to such redemption. In accordance with MIP procedures, a portion of a redemption “in kind” may be paid in cash. Portfolio further agrees that, to the extent legally possible, it will not take or cause to be taken any action without Trust’s prior approval that would cause the withdrawal of Fund’s Investments to be treated as a taxable event to Fund. Portfolio further agrees to conduct its activities in accordance with all applicable requirements of Regulation 1.731-2(e) under the Code or any successor regulation.

(c)     Ordinary Course Redemptions . Portfolio will effect redemptions of Interests in accordance with the provisions of the 1940 Act and the rules and regulations thereunder, including, without limitation, Section 17 thereof. All redemption requests other than a withdrawal of Fund’s entire Investment in Portfolio under Section 2.2(b) or, in the reasonable discretion of MIP, a redemption (or series of redemptions over any three (3) consecutive business days) of an amount that exceeds 10% of Portfolio’s net asset value, will be effected in cash at the next determined net asset value after the redemption request is received. Portfolio shall settle redemptions in accordance with the MIP registration statement as it pertains to Portfolio.

(d)     SEC Filings . MIP will file all SEC Filings required to be filed with the SEC under the Securities Laws in connection with any meetings of Portfolio’s investors and its registration as an investment company and will provide copies of all such definitive

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filings to Trust. Portfolio’s SEC Filings will comply in all material respects with the requirements of the applicable Securities Laws, and will not, at the time they are filed or used, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e)     1940 Act Registration . MIP will remain duly registered as an open-end management investment company under the 1940 Act.

(f)     Tax Status . Based upon applicable IRS interpretations and rulings, Portfolio will conduct its business and activities so as to be treated as a partnership for federal income tax purposes under the Code. Portfolio will continue to satisfy (i) the income test imposed on regulated investment companies under Section 851(b)(2) of the Code and (ii) the asset test imposed on regulated investment companies under Section 851(b)(3) of the Code as if such Sections applied to it for so long as this Agreement continues in effect.

(g)     Securities Exemptions . Interests in Portfolio have been and will continue to be offered and sold solely in private placement transactions which do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act or require registration under any state law. MIP will file such documents and take such other actions as may be necessary to qualify the offer and sale of Interests for exemption from qualification under any state law.

(h)     Advance Notice of Certain Changes . MIP shall provide Trust with at least ninety (90) days’ advance notice, or such lesser time as may be agreed to by the parties, of any change in Portfolio’s investment objective, and at least sixty (60) days’ advance notice, or if MIP has knowledge that one of the following changes is likely to occur more than sixty (60) days in advance of such event, notice shall be provided as soon as reasonably possible after MIP obtains such knowledge, of any material change in Portfolio’s investment policies or activities, any material increase in Portfolio’s fees or expenses, or any change in Portfolio’s fiscal year or time for calculating net asset value for purposes of Rule 22c-1 under the 1940 Act.

(i)     Compliance with Laws . MIP shall comply, in all material respects, with all applicable laws, rules and regulations in connection with conducting its operations as a registered investment company.

(j)     Delivery of Information . Upon request, MIP shall provide Trust with such information regarding MIP and Portfolio as may be necessary for Trust and Fund to comply with the Securities Laws and for Fund to comply with the requirements for qualification as a regulated investment company under the Code and to make distributions in the amounts necessary to avoid income and excise taxes. MIP shall also provide Trust with such information as may be necessary for Fund to file federal and state tax returns. MIP shall provide the information described in this paragraph a reasonable period of time prior to the date by which Trust or Fund is required to make any filing or send any report or other document the contents of which includes or is based upon such information, provided Trust gives MIP adequate advance notice of the dates by which such information is required, giving due consideration to the actions

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that Trust and Fund will be required to take after the information is received to enable such filing to be made or such report or other document to be sent.

(k)     Insurance . MIP will maintain in full force and effect for so long as this Agreement is in effect insurance coverage against liabilities that may arise as a result of Portfolio’s business, in such amounts, and covering such liabilities as the Board of Trustees of MIP deems reasonable.

2.3      Reasonable Actions . Each party covenants that it will, subject to the provisions of this Agreement, from time to time, as and when requested by another party or in its own discretion, as the case may be, execute and deliver or cause to be executed and delivered all such documents, assignments and other instruments, take or cause to be taken such actions, and do or cause to be done all things reasonably necessary, proper or advisable in order to conduct the business contemplated by this Agreement and to carry out its intent and purpose.

ARTICLE III

INDEMNIFICATION

3.1      Trust and Distributor .

(a)    Trust and Distributor agree, jointly and severally, to indemnify and hold harmless MIP, Portfolio and Portfolio’s investment adviser, and any director/trustee, officer, employee or agent of MIP, Portfolio or Portfolio’s investment adviser (in this Section, each, a “Covered Person” and collectively, “Covered Persons”), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)), that:

(i)    arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law, or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency or self-regulatory organization, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by Trust or by Distributor or by any of its or their trustees/directors, officers, employees or agents, but only insofar as such omissions or commissions relate to Fund and were not, directly or indirectly, the result of or caused by, in whole or in part, the act or omission of any Covered Person; or

(ii)    arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, prospectus, summary prospectus, registration statement, or any other SEC Filing relating to Fund or any amendments or supplements to the foregoing (in this Section, collectively “Offering Documents”), or arise out of or are based

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upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was not made in the Offering Documents in reliance upon and in conformity with MIP’s registration statement on Form N-1A and other written information furnished by MIP to Fund or by any service provider of MIP for use therein or for use by Fund in preparing such documents, including but not limited to any written information contained in MIP’s current registration statement on Form N-1A.

provided, however , that in no case shall Trust or Distributor be liable for indemnification hereunder with respect to any claims made against any Covered Person unless a Covered Person shall have notified Trust or Distributor in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory or self-regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification. Failure to notify Trust or Distributor of such claim shall not relieve Trust or Distributor from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section.

(b)    Trust and Distributor each will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but if Trust and/or Distributor elect(s) to assume the defense, such defense shall be conducted by counsel chosen by Trust and/or Distributor, as applicable. In the event Trust and/or Distributor elect(s) to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) Trust and Distributor shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and Trust and/or Distributor, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to Trust and Distributor that one or more legal defenses may be available to it that may not be available to Trust and/or Distributor, in which case Trust and/or Distributor shall not be entitled to assume the defense of such suit notwithstanding their obligation to bear the fees and expenses of one counsel to such persons. Trust shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its written consent and Distributor shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its written consent, which consent, in each case, shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) of this Section 3.1 will be in addition to any liability that Trust and/or Distributor might otherwise have to Covered Persons.

3.2      MIP .

(a)    MIP agrees to indemnify and hold harmless Trust, Fund, Distributor, and any affiliate providing services to Trust and/or Fund, and any trustee/director, officer, employee or agent of any of them (in this Section, each, a “Covered Person” and

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collectively, “Covered Persons”), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)), that:

(i)    arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law, or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency or self-regulatory organization, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by MIP, or any of its or their trustees, officers, employees or agents, but only insofar as such omissions or commissions relate to Portfolio and were not, directly or indirectly, the result of or caused by, in whole or in part, the act or omission of any Covered Person; or

(ii)    arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any advertising or sales literature, or any SEC Filing relating to Portfolio, or any amendments to the foregoing (in this Section, collectively, “Offering Documents”) relating to Portfolio, or arise out of or are based upon the omission or alleged omission to state therein, a material fact required to be stated therein, or necessary to make the statements therein in light of the circumstances under which they were made, not misleading; or

(iii)    arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to Trust or Fund, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information to Fund by MIP for use therein or for use by Fund in preparing such documents, including but not limited to any written information contained in MIP’s current registration statement on Form N-1A, or was made as a result of the failure of MIP to provide information requested by the Trust, Fund or Distributor or otherwise required to be provided to them under this Agreement.

provided, however , that in no case shall MIP be liable for indemnification hereunder with respect to any claims made against any Covered Person unless a Covered Person shall have notified MIP in writing within a reasonable time after the summons, other first legal process, notice of a federal, state or local tax deficiency, or formal initiation of a regulatory or self-regulatory investigation or proceeding giving information of the nature of the claim shall have properly been served upon or provided to a Covered Person seeking indemnification.

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Without limiting the generality of the foregoing, Portfolio’s indemnity to Covered Persons shall include all relevant liabilities of Covered Persons under the Securities Laws, as if the Offering Documents constitute a “prospectus” within the meaning of the 1933 Act, and MIP had registered its interests under the 1933 Act pursuant to a registration statement meeting the requirements of the 1933 Act. Failure to notify MIP of such claim shall not relieve MIP from any liability that it may have to any Covered Person otherwise than on account of the indemnification contained in this Section.

(b)     MIP will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if MIP elects to assume the defense, such defense shall be conducted by counsel chosen by MIP. In the event MIP elects to assume the defense of any such suit and retain such counsel, each Covered Person in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless (A) MIP shall have specifically authorized the retaining of and payment of fees and expenses of such counsel or (B) the parties to such suit include any Covered Person and MIP, and any such Covered Person has been advised in a written opinion by counsel reasonably acceptable to MIP that one or more legal defenses may be available to it that may not be available to MIP, in which case MIP shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of one counsel to such persons. MIP shall not be required to indemnify any Covered Person for any settlement of any such claim effected without its written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any liability that MIP might otherwise have to Covered Persons.

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1      Access to Information . Throughout the life of this Agreement, Trust and MIP shall afford each other reasonable access at all reasonable times to such party’s officers, employees, agents and offices and to all relevant books and records and shall furnish each other party with all relevant financial and other data and information as such other party may reasonably request.

4.2      Confidentiality . Each party agrees that it shall hold in strict confidence all data and information obtained from another party (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure of such information is required by applicable law, rule or regulation) and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, except if disclosure is required by the SEC, any other regulatory or self-regulatory body, Fund’s or Portfolio’s respective auditors, or in the opinion of counsel to the disclosing party such disclosure is required by applicable law, rule or regulation, and then only with as much prior written notice to the other parties as is practical under the circumstances. Each party hereto acknowledges that the provisions of this Section 4.2 shall not prevent Trust or MIP from filing a copy of this Agreement as an exhibit to a

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registration statement on Form N-1A as it relates to Fund or Portfolio, respectively, and that such disclosure by Trust or MIP shall not require any additional consent from the other parties.

4.3      Obligations of Trust and MIP . MIP agrees that the financial obligations of Trust under this Agreement shall be binding only upon the assets of Fund, and that except to the extent liability may be imposed under relevant Securities Laws, MIP shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees or shareholders of Trust or other classes or series of Trust. Trust agrees that the financial obligations of MIP under this Agreement shall be binding only upon the assets of Portfolio and that, except to the extent liability may be imposed under relevant Securities Laws, Trust shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees or shareholders of MIP or other classes or series of MIP.

ARTICLE V

TERMINATION, SURVIVAL, AMENDMENT

5.1     Termination . This Agreement may be terminated at any time by the mutual agreement in writing of all parties, or by any party on sixty (60) days’ advance written notice to the other parties hereto; provided , however , that nothing in this Agreement shall limit Trust’s right to redeem all or a portion of its Interests in accordance with the 1940 Act and the rules thereunder.

5.2      Survival . The provisions of Article III and Sections 2.2(j), 4.2 and 4.3 shall survive any termination of this Agreement.

5.3      Amendment . This Agreement may be amended, modified or supplemented at any time in such manner as may be mutually agreed upon in writing by all parties to this Agreement.

ARTICLE VI

GENERAL PROVISIONS

6.1     Expenses . Except as provided in Article III, all costs and expenses incurred in connection with this Agreement and the conduct of business contemplated hereby shall be paid by the party incurring such costs and expenses.

6.2      Headings . The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.3      Entire Agreement . Except as set forth below, this Agreement sets forth the entire understanding between the parties concerning the subject matter of this Agreement and incorporates or supersedes all prior negotiations and understandings. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the parties

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relating to the subject matter of this Agreement other than those set forth herein and the terms, conditions and descriptions set forth in MIP’s Registration Statement, as in effect from time to time.

6.4      Successors . Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided , however , that neither this Agreement, nor any rights herein granted may be assigned to, transferred to or encumbered by any party, without the prior written consent of the other parties hereto.

6.5     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof; provided , however , that in the event of any conflict between the 1940 Act and the laws of California, the 1940 Act shall govern.

6.6      Counterparts . This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing one or more counterparts.

6.7      Third Parties . Except as expressly provided in Article III, nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

6.8      Notices . All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made when delivered in person or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed:

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6.9      Interpretation . Any uncertainty or ambiguity existing herein shall not be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arms’ length agreements.

6.10      Operation of Fund . Except as otherwise provided herein, this Agreement shall not limit the authority of Fund, Trust or Distributor to take such action as it may deem appropriate or advisable in connection with all matters relating to the operation of Fund and the sale of its shares.

6.11      Relationship of Parties; No Joint Venture, Etc . It is understood and agreed that neither Trust nor Distributor shall hold itself out as an agent of MIP with the authority to bind such party, nor shall MIP hold itself out as an agent of Trust or Distributor with the authority to bind such party.

6.12      Use of Name . Except as otherwise provided herein or required by law, rule or regulation ( e.g. , in Trust’s Registration Statement on Form N-1A), neither Trust, Fund nor Distributor shall describe or refer to the name of MIP, Portfolio or any derivation thereof, or any affiliate thereof, or to the relationship contemplated by this Agreement in any advertising or promotional materials without the prior written consent of MIP, nor shall MIP describe or refer to the name of Trust, Fund or Distributor or any derivation thereof, or any affiliate thereof, or to the relationship contemplated by this Agreement in any advertising or promotional materials without the prior written consent of Trust, Fund or Distributor, as the case may be. In addition, the party required to give its consent shall have at least five (5) business days prior to the earlier of filing or first use, as the case may be, to review the proposed advertising or promotional materials.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first written above.

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Exhibit (h)(3)

HEWITT MONEY MARKET FUND

SHAREHOLDER SERVICING AGREEMENT

This Shareholder Servicing Agreement (the “Agreement”) is made this 1st day of May, 2017, by and between Hewitt Series Trust (the “Trust”), on behalf of its portfolio known as Hewitt Money Market Fund (the “Fund”), and Hewitt Financial Services LLC (“HFS”).

W I T N E S S E T H:

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company;

WHEREAS, pursuant to that certain Purchase Agreement (the “Purchase Agreement”), dated as of February 9, 2017, by and between Aon plc, a public limited company organized under the laws of England and Wales and the indirect parent company of HFS (“Parent”), and Tempo Acquisition, LLC, a Delaware limited liability company (“Buyer”), subject to the terms and conditions set forth therein, Parent will cause the equity interests of Hewitt Associates, LLC, an Illinois limited liability company and the direct parent company of HFS, to be sold, transferred, conveyed and delivered to Buyer or one of its subsidiaries at the Closing (as such term is defined in the Purchase Agreement);

WHEREAS, the Trust and HFS previously entered into that certain Amended and Restated Shareholder Servicing Agreement, dated as of March 1, 2008 (the “Prior Agreement”); and

WHEREAS, the Prior Agreement terminated automatically as a result of the Closing and therefore the Trust and HFS wish to enter into this Agreement to be effective from and after the Closing with respect to the furnishing of account related services to certain shareholders of the Fund (“Shareholder Services”);

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1.  Appointment . The Trust hereby appoints HFS to serve as shareholder servicing agent of the Fund on the terms set forth in this Agreement, and HFS accepts such appointment and agrees to render the services herein.

2. Duties as Shareholder Servicing Agent . Subject to the supervision and direction of the Board of Trustees of the Trust, HFS, as shareholder servicing agent, undertakes to perform the following specific services:

(a) Maintain records showing the number of the Fund’s shares owned by shareholders; and

(b) Send, or arrange to be sent, all shareholder communications of the Fund to shareholders.

HFS shall have the right to retain one or more other organizations, including its affiliates, to furnish any of the services required to be provided by HFS hereunder; provided, however, that HFS shall remain fully responsible for all such services in accordance with the terms of this Agreement.

3.  Anti-Money Laundering Program . HFS represents, warrants and covenants to the Trust that:

(a) it has established and maintains, and will continue to maintain and operate, an anti-money laundering program and/or procedures (including the Trust’s Customer Identification Procedures as outlined in the Trust’s Anti-Money Laundering Program) in accordance with all applicable laws, rules and regulations of its own jurisdiction including, where applicable, the Bank Secrecy Act (as amended by the USA PATRIOT Act of 2001 (the “Act”)). HFS further represents that it will adopt appropriate policies, procedures and internal controls to be fully compliant with any additional laws, rules or regulations, including the Act, to which it may become subject, including compliance with the rules adopted by the Treasury Department regarding (1) suspicious activity, and (2) foreign financial institutions;

(b) it applies, and will continue to apply, its anti-money laundering program and/or procedures to all customers/investors of the Fund, and will take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all relevant documentation is retained, as required, including identification relating to those customers/investors;

(c) it will provide an annual certification to the Trust confirming that it has implemented an anti-money laundering program and/or procedures as described in paragraph (a), and that it has performed, and intends to continue to perform, the requirements of the Trust’s Customer Identification Procedures. HFS will provide to the Trust periodic reports on the implementation of the anti-money laundering program and its ability to monitor the program;

(d) it complies with the United States regulations imposed by the Treasury Departments’ Office of Foreign Assets Control (“OFAC”), including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, which prohibit, among other things, the engagement in transactions with, holding the securities of, and the provision of services to certain embargoed foreign countries and specially designated nationals, specially designated narcotics traffickers, terrorist sanctions, and other blocked parties;

(e) it does not believe, has no current reason to believe and will notify the Trust immediately if it comes to have reason to believe that any shareholder of the Fund is engaged in money-laundering activities or is associated with any terrorist or other individual, entity or organization sanctioned by the United States or the jurisdictions in which it does business, or appear on any lists of prohibited persons, entities, and jurisdictions maintained and administered by OFAC; and

(f) if it has delegated to any third party or parties any of its tasks under this Agreement, HFS has secured from that third party such representations, warranties and undertakings as are

necessary to permit HFS to provide the representations, warranties and covenants as are set forth in subparagraphs (a)-(e) above.

4.  Compliance . HFS agrees to comply with all applicable federal, state and local laws and regulations, codes, orders and government rules in the performance of its duties under this Agreement. HFS agrees to provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, applicable laws, rules and regulations.

5.  Allocation of Expenses . HFS shall bear all expenses in connection with the performance of its services under this Agreement, except that the Trust shall reimburse HFS for out-of-pocket costs incurred in transmitting shareholder communications to shareholders.

6.  Fees .

(a) For the services rendered pursuant to this Agreement, the Trust shall on behalf of the Fund pay HFS the fees set forth in Schedule A, annexed hereto.

(b) HFS will bill the Trust as soon as practicable after the end of each calendar month. The Trust will promptly pay to HFS the amount of such billing.

7.  Limitation of Liability .

(a) HFS shall not be liable to the Fund or the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from HFS’s willful misfeasance, bad faith or gross negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. The Fund and the Trust will indemnify HFS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the willful misfeasance, bad faith or gross negligence of HFS in the performance of such obligations and duties or by reason of its reckless disregard thereof.

(b) The Trust and HFS agree that the obligations of the Trust under this Agreement shall not be binding upon any of the members of the Board of Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Trust, individually, but are binding only upon the assets and property of the Fund, as provided in the Declaration of Trust.

(c) In no event and under no circumstances shall either party to this Agreement be liable to the other party for consequential or indirect loss of profits, reputation or business or any other special damages under any provision of this Agreement or for any act or failure to act hereunder.

8.  Term and Termination .

(a) This Agreement shall become effective on the date hereof and shall continue from year to year until terminated by either party. Either party may terminate this Agreement, without

penalty, at any time upon not than less than sixty (60) days’ prior written notice to the other party.

(b) This Agreement shall terminate automatically in the event of its “assignment,” as such term is defined by the 1940 Act and the rules thereunder unless such automatic termination shall not be required as a result of an exemptive rule or order of the Securities and Exchange Commission.

9.  Amendment to this Agreement . No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is bought.

10.  Miscellaneous .

(a) This Agreement shall be construed in accordance with the laws of the State of Illinois.

(b) This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and which collectively shall be deemed to constitute only one instrument.

(c) The captions of this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(d) This Agreement constitutes the entire agreement between the parties hereto with respect to the matters described herein.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above.

SCHEDULE A

FEE SCHEDULE

The fee payable to HFS under this Agreement shall be computed at the annual rate of 0.25% of the average daily net assets of the Fund, and shall be paid monthly.

Exhibit (h)(4)

HEWITT MONEY MARKET FUND

AMENDED AND RESTATED

ADMINISTRATION AGREEMENT

THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2017, by and between Hewitt Series Trust, a Delaware business trust (the “Trust”), and Hewitt Associates, LLC (“HA”) and amends and restates in its entirety that certain Amended and Restated Administration Agreement dated as of April 29, 2009 by and between the Trust and HA.

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust has established one series of shares of beneficial interest (“Shares”), currently called the Hewitt Money Market Fund (the “Fund”);

WHEREAS, the Trust desires to retain HA to render administrative services to the Trust and the Fund, in the manner and on the terms and conditions set forth below; and

WHEREAS, HA is willing to provide administrative services to the Trust and the Fund, in the manner and on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of their mutual promises, the Trust and HA agree as follows:

ARTICLE 1

Employment of HA

1.1    The Trust hereby employs HA to administer, or arrange for the administration of, its affairs to the extent requested by, and subject to the supervision and control of, the Board of Trustees of the Trust (the “Trustees”) for the period and upon the terms herein set forth.

1.2    HA accepts such employment and agrees during such period at its own expense to render the services, or to arrange for the services to be rendered, and to assume the obligations herein set forth.

1.3    HA shall for purposes of this Agreement be deemed to be an independent contractor, and unless otherwise expressly provided or authorized shall have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

1.4    The services of HA herein provided are not to be deemed exclusive and HA shall be free to render similar services or other services to others so long as its services hereunder shall not be impaired thereby.

ARTICLE 2

Duties of HA

2.1     Administrative Services . Subject to the terms of this Agreement and the supervision and control of the Trustees, HA shall be responsible for all aspects of the Trust’s administration and operation and shall supervise the business and affairs of the Trust and the Fund, providing such services and facilities as may be required for the effective administration of the Trust and the Fund as are not provided by employees or other agents engaged by the Trust; provided that HA shall not have any obligation to provide under this Agreement any such services which are the subject of a separate agreement or arrangement between the Trust and HA, any affiliate of HA, or any third party administrator. Such administrative services include, but are not limited to:

(a)    Preparation and maintenance of the Trust’s registration statement with the Securities and Exchange Commission (“SEC”);

(b)    Preparation and periodic updating of the prospectus and statement of additional information for the Fund (“Prospectus”);

(c)    Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Trust, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2;

(d)    Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings;

(e)    Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust’s status as a Delaware business trust and as a registered open-end investment company;

(f)    Arrangement and preparation and dissemination of all materials for meetings of the Trustees and committees thereof and preparation and retention of all minutes and other records thereof;

(g)    Preparation and filing of the Trust’s federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith;

(h)    Calculation of the Fund’s expenses and arrangement for the payment thereof;

(i)    Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of the Fund;

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(j)    Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction;

(k)    Provision of the services of persons who may be appointed as officers of the Trust by the Trustees (it is agreed that some person or persons may be officers of both the Trust and HA, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law);

(l)    Preparation and dissemination of the Trust’s quarterly financial information to the Trustees and preparation of such other reports relating to the business and affairs of the Trust as the officers and Trustees may from time to time reasonably request;

(m)    Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Trustees with respect to such services;

(n)    Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, custody, tax, transfer agency, disaster recovery, audit, and legal services;

(o)    Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder;

(p)    Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies;

(q)    Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public;

(r)    Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Trustees as they may reasonably request or as HA believes appropriate;

(s)    Administration of operating policies of the Trust and recommendation to the officers and the Trustees of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Fund and to the extent necessary to comply with new legal or regulatory requirements;

(t)    Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and

(u)    Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

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ARTICLE 3

Allocation of Charges and Expenses

3.1     Charges and Expenses Allocated to HA . HA shall provide all executive, administrative, clerical and other personnel necessary to operate the Trust and shall pay the salaries and other costs of employing all of these persons. HA shall also furnish the Trust with office space, facilities, and equipment and shall pay the day-to-day expenses related to the operation and maintenance of such office space, facilities and equipment.

3.2     Charges and Expenses Allocated to the Trust .

(a)    The Fund shall be responsible for payment of all expenses it may incur in its operation and all of its general administrative expenses, except those expressly assumed by HA as described in Section 3.1 above. These include (by way of description and not of limitation), any share redemption expenses, expenses of portfolio transactions, shareholder servicing costs, pricing costs, interest on borrowings by the Trust, charges of the custodians and transfer agent, if any, cost of auditing services, non-interested Trustees’ fees, all taxes and fees, investment advisory fees (other than subadvisory fees), certain insurance premiums, cost of maintenance of corporate existence, investor services (including allocable personnel and telephone expenses), costs of printing and mailing updated Trust Prospectuses to shareholders and contractholders, preparing, printing and mailing proxy statements and shareholder reports to shareholders and contractholders, the cost of paying dividends and capital gains distributions, costs of Trustee and shareholder meetings, dues to trade organizations, and any extraordinary expenses, including litigation costs in legal actions involving the Trust, or costs related to indemnification of Trustees, officers and employees of the Trust.

(b)    In connection with the services to be provided by HA under this Agreement, HA may to the extent that it deems appropriate, make use of subcontractors selected by HA, provided that HA shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by HA or such parties.

(c)    The Trust shall be free to retain at its expense other persons to furnish it with any services whatsoever, including, without limitation, statistical, factual or technical information or advice.

ARTICLE 4

Compensation of HA

4.1    For the services to be rendered, the facilities to be furnished and the payments to be made by HA, as provided herein, the Trust shall pay to HA for each of the Trust’s fiscal quarters on the last day of each such quarter a fee based upon the average daily net assets of the Fund, as applicable, as determined pursuant to the Trust’s registration statement and declaration of trust, at the annual rates of 0.45% of the average daily net assets of the Fund.

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4.2    For the quarter and year in which this Agreement becomes effective or terminates there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively.

4.3    If, pursuant to the Trust’s registration statement and declaration of trust, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day.

4.4    HA agrees to pay, waive or absorb such ordinary operating expenses of the Fund (including any fees or expense reimbursements payable to HA or any affiliate of HA pursuant to this Agreement or any other agreement, but excluding interest, brokerage commissions and extraordinary expenses of the Fund) (“Operating Expenses”) in an amount equal to the greater of (A) the amount by which the Operating Expenses exceed the aggregate per annum rate of 0.95% of the average daily net assets attributable to the Fund or (B) an amount sufficient to ensure that the seven day yield of the Fund does not fall below 0% (either, an “Expense Limitation”).

4.5    The Expense Limitation will remain in effect unless and until the Board of Trustees of the Trust approves its modification or termination. The Expense Limitation shall be compiled on an annual, fiscal year basis, but accrued daily and paid quarterly.

4.6    The Trust, on behalf of the Fund, agrees to carry forward for a period not to exceed three (3) years from the date such expense is paid, waived or absorbed by HA, and to reimburse HA out of assets belonging to the Fund for any Operating Expenses of the Fund in excess of an Expense Limitation that is paid or assumed by HA pursuant to this Agreement. Such reimbursement will be made as promptly as possible, and to the maximum extent permissible, without causing the Operating Expenses of the Fund for any year to exceed its Expense Limitation. This agreement of the Trust to reimburse HA for excess expenses of the Fund paid, waived or absorbed by HA shall terminate in the event HA or any affiliate of HA terminates any agreement now in effect between the Trust on behalf of the Fund and HA (or any affiliate of HA) without the consent of the Trust (other than a termination resulting from an assignment).

ARTICLE 5

Limitations of Liability

5.1     Limitation of Liability of HA . HA shall give the Trust the benefit of HA’s reasonable best judgment and efforts in rendering services under this Agreement; provided, that HA shall not be liable for any error of judgment or import of law, or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except loss resulting from: (i) willful misfeasance, bad faith or gross negligence on the part of HA in the performance of its obligations and duties under this Agreement; and (ii) its reckless disregard of its obligations and duties under this Agreement.

5.2     Limitation of Liability of Trust . HA acknowledges that it has received notice of and accepts the limitations on the Trust’s liability as set forth in the Trust’s Declaration

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of Trust, as amended from time to time. In accordance therewith, HA agrees that the Trust’s obligations hereunder shall be limited to the assets of the Fund, and with respect to the Fund shall be limited to the assets of the Fund, and no party shall seek satisfaction of any such obligation from any shareholder of the Trust, nor from any trustee, officer, employee or agent of the Trust.

ARTICLE 6

Books and Records

6.1    HA hereby undertakes and agrees to maintain, in the form and for the period required, all records relating to the Trust’s investments that are required to be maintained by the Trust pursuant to applicable law.

6.2    HA agrees that all books and records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such books, records or information upon the Trust’s request. All such books and records shall be made available, within five business days of a written request, to the Trust’s accountants or auditors during regular business hours at HA’s offices. The Trust or its authorized representative shall have the right to copy any records in the possession of HA which pertain to the Trust. Such books, records, information or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, all such books, records or other information shall be returned to the Trust free from any claim or assertion of rights by HA.

6.3    HA further agrees that it will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as authorized in this Agreement and that it will keep confidential any information obtained pursuant to this Agreement and disclose such information only if the Trust has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

ARTICLE 7

Duration and Termination of this Agreement

7.1     Effective Date and Term . This Agreement shall become effective as of the date first written above and shall continue in effect from year to year unless terminated as set forth in Section 7.2.

7.2     Termination .

(a)    As to the Fund or the Trust, this Agreement may be terminated at any time, without penalty, by vote of the Trustees or by HA, on sixty (60) days’ written notice to the other party.

(b)    This Agreement may be terminated at any time without the payment of any penalty by vote of the Trustees in the event that it shall have been established by a court of competent jurisdiction that HA or any officer or director of HA has taken any action which results in a breach of the covenants of HA set forth herein.

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(c)    This Agreement shall not be assigned without the prior written consent of the Trust.

ARTICLE 8

Amendments to this Agreement

8.1    This Agreement may be amended as to the Fund by the parties only if such amendment is specifically approved by the Trustees.

ARTICLE 9

Miscellaneous Provisions

10.1     Other Relationships . It is understood that the officers, directors, agents, shareholders and other affiliates of the Trust are or may be interested in HA as officers, directors, agents, shareholders, affiliates or otherwise, and that the officers, directors, shareholders, agents and other affiliates of HA may be interested in the Trust otherwise than as a shareholder.

10.2     Definitions of Certain Terms . The terms “assignment”, “affiliated person” and “interested person”, when used in this Agreement, shall have the respective meanings specified in the 1940 Act.

10.3     Applicable Law .

(a)    This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of Illinois without regard to conflicts of law principles or precedents.

(b)    This Agreement shall be subject to the provisions of the Securities Act of 1933, Securities Exchange Act of 1934, the 1940 Act, the Investment Advisers Act of 1940 and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith.

10.4     Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

10.5     Captions . The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

10.6     Counterparts . This Agreement may be executed simultaneously in multiple counterparts, each of which taken together shall constitute one and the same instrument.

10.7     Cooperation with Authorities . Each party hereto shall cooperate with the other party and all appropriate governmental authorities (including without limitation the SEC) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

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10.8     Cumulative Rights . The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by their duly authorized officers all on the day and year first above written.

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Exhibit (h)(6)

BLUE SKY AGREEMENT

THIS AGREEMENT made as of the 1st day of November 2017, by and between Alight Series Trust (the “Trust”), on behalf of its sole series, the Alight Money Market Fund (the “Fund”), a Delaware statutory trust having its principal office and place of business at 4 Overlook Point, Lincolnshire, Illinois 60069, and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Boston Financial”).

WHEREAS, the Trust desires to appoint Boston Financial as its agent to perform for the Fund certain services, as described herein; and

WHEREAS, Boston Financial desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

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Boston Financial represents and warrants to the Trust that:

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The Trust represents and warrants to Boston Financial that:

(a) Any action of Boston Financial or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such action is taken in good faith and without negligence or willful misconduct;

(b) The Fund’s negligence, willful misconduct or lack of good faith; or

(c) The reliance upon, and any subsequent use of or action taken or omitted by Boston Financial, or its agents or subcontractors on: (i) any information, records, or data, which are received by Boston Financial or its agents or subcontractors (whether in hard copy or

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machine readable input, facsimile, data entry, electronic instructions, or other similar means authorized by the Fund), and which have been prepared, maintained or performed by the Fund, or any other person or firm on behalf of the Fund, including but not limited to any broker-dealer; (ii) any instructions or requests of the Fund or any of its officers; or (iii) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons.

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9.           Termination of Agreement

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(a) Outstanding Fees and Charges . In the event of termination or non-renewal of this Agreement by the Trust, the Fund will promptly pay Boston Financial any fees and charges for the services provided under this Agreement (i) which have been accrued and remain unpaid as of the date of such notice of termination or non-renewal and (ii) which thereafter accrue for the period through and including the date of the Fund’s Deconversion.

(b) Deconversion Costs. In the event of termination or non-renewal of this Agreement, the Fund shall pay Boston Financial for the Deconversion costs as noted in Section  9.2; however , notwithstanding the foregoing, no payment for Deconversion shall be owed to Boston Financial if the Trust does not request Deconversion from Boston Financial, as set forth in Section  9.2 .

(c) Post-Deconversion Support Fees. In the event of termination or non-renewal of this Agreement, the Fund shall pay Boston Financial all reasonable fees and expenses for providing any support services that the Trust requests post Deconversion.

(d) Early Termination for Convenience . In addition to the foregoing, in the event that the Trust terminates this Agreement prior to the end of the Initial Term or the Renewal

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Term other than for cause under Section  9.7 , the Fund shall pay Boston Financial as follows: (i) if such termination occurs on a date more than six months prior to the end of the Initial Term or the Renewal Term (as applicable), an amount equal to six times the average monthly fee paid by the Fund to Boston Financial under the Agreement; and (ii) if such termination occurs on a date within six months of the end of the Initial Term or the Renewal Term (as applicable), an amount equal to the average monthly fee paid by the Fund to Boston Financial under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term (as applicable). In either of (i) or (ii) above, such average monthly fee will be calculated as set forth on the then current Fee Schedule, on the date notice of termination was given to Boston Financial.

(e) Due Dates for Payments. The amounts under paragraphs (a), (b) and (d) above shall become due and payable and shall be paid by the Fund on the business day immediately prior to the Deconversion. The amounts due under paragraph (c), if applicable, shall be invoiced as incurred and paid promptly by the Fund upon receipt of such invoices.

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11.        Subcontractors

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

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SCHEDULE 1.1

BLUE SKY SERVICES

Fund Responsibilities

In connection with the provision of the Services by Boston Financial, Fund shall:

Boston Financial Responsibilities

Boston Financial will perform the Services set forth below.

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