AMENDMENT #7

TO THE BY-LAWS
OF
EDWARD JONES MONEY MARKET FUND

Effective June 1, 2013

Insert the following into Article VIII, Agreements, Checks, Drafts, Endorsements, etc. and renumber the remaining sections accordingly:

Section 2. Delegation of Authority Relating to Dividends . The Trustees or the Executive Committee may delegate to any Officer or Agent of the Trust the ability to authorize the payment of dividends and the ability to fix the amount and other terms of a dividend regardless of whether or not such dividend has previously been authorized by the Trustees.

The title of Article VIII is deleted and replaced as follows: " Agreements, Certain Delegation, Checks, Drafts, Endorsements, etc."

EDWARD JONES MONEY MARKET FUND

INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT

THIS INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT (“Agreement") is made as of the 27 ^th day of January, 2017 by and between Edward Jones Money Market Fund, a Massachusetts voluntary association (commonly known as a business trust) (the “Fund”), and Passport Research, Ltd., a Pennsylvania limited partnership (the “Adviser”).

W I T N E S S E T H

WHEREAS , the Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS , the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment management services;

WHEREAS , the Board of Trustees of the Fund (the “Board” or “Trustees”) has selected the Adviser: (i) to act as investment adviser to perform such investment advisory services to the Fund; and (ii) to provide certain related administrative services to the Fund, in each case as more fully set forth below and to perform such services under the terms and conditions set forth herein;

WHEREAS , the Adviser agrees to serve as the investment adviser and administrator for the Fund on the terms and conditions set forth herein; and

WHEREAS , the Adviser may retain one or more sub-advisers and/or sub-administrators (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”) to render portfolio management services and administrative services to the Fund pursuant to investment sub-advisory or sub-administration agreements between the Adviser and each such Sub-Adviser (each, a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”).

NOW, THEREFORE, in consideration of the covenants and mutual promises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:

1.   APPOINTMENT OF ADVISER. The Fund hereby appoints the Adviser, and the Adviser hereby accepts such appointment, to render investment advisory and administrative services to the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Board.

2.   DUTIES OF ADVISER.

(a)     INVESTMENT MANAGEMENT SERVICES.   Subject to the supervision of the Board, the Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, and in compliance with the requirements applicable to registered investment companies under applicable laws, including, the 1940 Act, the Commodity Exchange Act and the rules of the National Futures Association, and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder, as amended (the “Code”). From time to time, the Fund may provide the Adviser with written copies of other investment policies, guidelines and restrictions applicable to the Adviser's management of the Fund, which shall become effective at such time as agreed upon by both parties. Subject to each of the foregoing sentences above, the Adviser shall have full discretionary authority to manage the investment of the assets of the Fund, including purchasing, holding or selling the securities and other assets of the Fund, selecting brokers, dealers, future commissions merchants and other intermediaries, settling and allocating trades, aggregating trades, and seeking to obtain best execution, in each case, without prior consultation with the Board and in accordance with the 1940 Act, the Advisers Act and the rules and regulations thereunder, and applicable policies and procedures of the Fund or the Adviser (as applicable) (or, as applicable, a Sub-Adviser) as in effect from time to time.

Without limiting the generality of the foregoing, and subject to the terms and conditions of the Agreement, the Adviser shall:

(i)  Furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations ( i.e. , placing the orders);

(ii)  Manage and oversee the Fund's investments, subject to the ultimate supervision and direction of the Board;

(iv)  Maintain records relating to the advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or by the Adviser on behalf of the Fund pursuant to applicable law;

(v)  Provide assistance with respect to valuations of Fund assets, economic conditions and other matters related to the investment of the Fund’s assets which the officers of the Fund may reasonably request;

(vi)  Render to the Board such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request;

(xii)  Have full authority to retain Sub-Advisers to provide certain investment advisory services to the Fund, subject to the approval of the Board and the requirements of the 1940 Act.  

In accordance with clause (xii), the Adviser may delegate certain of its duties under this Agreement with respect to the Fund to a Sub-Adviser or Sub-Advisers (including, the rights and obligations set forth in Section 2(c) below) by entering into Sub-Advisory Agreements with one or more Sub-Advisers and, except as otherwise permitted under the terms of any exemptive relief granted to the Fund and Adviser by the SEC, or by rule or regulation, the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Fund to the extent required under the 1940 Act.  The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate. The Adviser shall remain fully liable for all of its obligations under this Agreement.

(b) CODE OF ETHICS. The Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”), which it has provided to the Fund. The Adviser shall ensure that it complies in all material respects with the Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Adviser shall provide the Fund with a (i) copy of the Adviser’s current Code of Ethics, as in effect from time to time, and (ii) a mutually acceptable certification that it has adopted procedures reasonably necessary to prevent its personnel from engaging in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Adviser’s Code of Ethics to the Fund’s Board. The Adviser shall respond to reasonable requests for information from the Fund as to violations of the Code of Ethics by personnel and the sanctions imposed by the Adviser. The Adviser shall promptly notify the Fund of any material violation of the Code of Ethics, whether or not such violation relates to a security held by the Fund.

(c)     BROKERAGE. In connection with the investment and reinvestment of the Fund's assets, the Adviser is authorized (and can delegate to one or more Sub-Advisers) to select the brokers, dealers, futures commission merchants or other intermediaries that will execute purchase and sale transactions for the Fund’s portfolio, to execute for the Fund as its agent and attorney-in-fact standard customer agreements and other documentation in connection with opening trading accounts with such brokers, dealers, futures commission merchants, or other intermediaries including, ISDA agreements. The Adviser agrees to use reasonable efforts to seek to obtain best execution consistent with applicable law with respect to all such purchases and sales of portfolio securities for said portfolio. Subject to its obligation to seek best execution, the Adviser may: (A) select brokers, dealers, futures commission merchants or other intermediaries that are affiliated persons of the Fund or Adviser, provided that any trade orders placed with any such affiliated person are placed in accordance with the 1940 Act, and the rules and regulations thereunder, and the Fund’s and Adviser’s (and, as applicable, a Sub-Adviser’s) applicable policies and procedures as in effect from time to time; and (B) consider the reliability, integrity and financial condition of a broker, dealer, futures commission merchants, or other intermediary, the size of and difficulty in executing a transaction, the best net price available, the value of the expected contribution of the broker –dealer to the investment performance of the Fund on a continuing basis, and other factors that Adviser deems appropriate and consistent with Adviser’s (or, as applicable, a Sub-Adviser’s) policies and procedures as in effect from time to time in selecting brokers, dealers, futures commission merchants or other intermediaries. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. The Adviser shall maintain records adequate to demonstrate compliance with the requirements of this Section. Such records shall be made available to the Fund upon request.

In evaluating the ability of a broker-dealer to provide best execution with respect to a particular transaction, the Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the 1934 Act). Consistent with any guidelines established by the Board and Section 28(e) of the 1934 Act, the Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to its discretionary clients, including, the Fund. In addition, the Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, any Sub-Adviser or the Fund's principal underwriter) if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, any Sub-Adviser, the Fund's principal underwriter, or any affiliated person of either the Fund, Adviser, any Sub-Adviser or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.

The Adviser shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct.

At the request of the Adviser, the Fund shall execute a mutually acceptable standalone limited power authority evidencing Adviser’s authority hereunder to effect transactions on behalf of the Fund.

(d) CUSTODY . All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Fund from time to time.  The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

(e)        PROXY VOTING. The Fund hereby authorizes the Adviser to, and the Adviser will, in the Adviser’s discretion and without prior consultation with the Board, vote (either directly or through a voting service engaged by the Adviser) all proxies and corporate actions of which the Adviser receives timely notice that are solicited by or with respect to issuers of securities or other assets in which the advised assets may be invested from time to time. Such votes shall be made by the Adviser in accordance with the Adviser’s (or, as applicable, a Sub-Adviser’s) proxy voting policies and procedures as in effect from time to time. Upon written notice to the Adviser, the Board may at any time withdraw the authority granted to the Adviser pursuant to this Section to perform any or all of the proxy voting services contemplated hereby.

(f) AGGREGATION OF ORDERS. The Adviser may (but shall not be obligated to) aggregate purchase or sale orders for the Fund with contemporaneous purchase or sale orders of other clients of the Adviser or its affiliated persons. In such event, allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be equitable and consistent with the Adviser’s (or, as applicable, a Sub-Adviser’s) applicable policies and procedures as in effect from time to time and consistent with applicable law. The Fund hereby acknowledges that such aggregation of orders may not result in a more favorable price or lower brokerage commissions in all instances.

(g)        ADMINISTRATIVE SERVICES. Subject to the supervision of the Board and in connection with the operation of the Fund's business and affairs, the Adviser shall be responsible for providing administrative services to the Fund as the Fund’s administrator to that end. The Adviser shall provide facilities, equipment and personnel to carry out the administrative services, set forth on Schedule A attached hereto, as such Schedule A may be amended by agreement of the Fund and the Adviser.

3.     REPRESENTATIONS OF THE ADVISER. The Adviser represents, warrants and agrees that it:

(a)     Has all requisite power and authority to enter into and perform its obligations under this Agreement;

(b)     Has taken all necessary actions to authorize its execution, delivery and performance of this Agreement;

(c)     Is registered as an adviser under the Advisers Act and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations; and

(d)     Has furnished to the Fund the Adviser’s most recent registration statement on Form ADV.

4.     REPRESENTATIONS OF THE FUND. The Fund represents, warrants and agrees that it:

(a)     Has all requisite power and authority to enter into and perform its obligations under this Agreement;

(b)     Has taken all necessary actions to authorize its execution, delivery and performance of this Agreement; and

5.     COVENANTS OF THE ADVISER.   The Adviser covenants that it shall:

(a)   Maintain all licenses and registrations necessary to perform its duties hereunder in good order at all times throughout this Agreement; and

(b)   Maintain insurance in the types and in an amount at least equal to that disclosed to the Board in connection with its approval of this Agreement and shall provide prompt notice to the Fund (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims are reasonably expected to be made on its insurance policies. Furthermore, the Adviser shall, upon reasonable request, provide the Fund with any information it may reasonably require concerning the amount of or scope of such insurance.

6.       DUTIES OF THE FUND.

(a)        The Fund has furnished to the Adviser (to the extent not already in Adviser’s possession) true, correct and complete copies, and will continue to furnish future material amendments, of each of the following documents:

(i)        the Fund’s declaration of trust, articles of incorporation, registration statement or similar governing document, and bylaws (each document identified being “Governing Documents”);

(ii) the resolutions of the Board and, as applicable, shareholders approving this Agreement and the Adviser’s appointment as investment adviser for the Fund; and

(iii)        any exemptive order relied on by Adviser or the Fund that may affect the performance of Adviser’s (or, as applicable, a Sub-Adviser’s) services and other obligations under this Agreement or any Sub-Advisory Agreement (including any “manager of managers” exemptive order).

Additionally, the Fund shall provide the Adviser, prior to the effective date of this Agreement and annually after this Agreement becomes effective, with a written list of all affiliated persons of the Fund (and any affiliated person of such an affiliated person) and Fund shall promptly provide the Adviser with an updated written list whenever the Fund becomes aware of any additional affiliated persons or other changes to the most recently provided list.

(b)        The Fund agrees to submit any proposed language in any required filings (“blue-sky” filing or filing with the SEC or applicable state securities regulator, or any amendment or supplement to any of the foregoing, collectively, “requirement filings”), or any sales literature, statement, communication or other document relating to the Fund, that mentions the Adviser (other than identifying Adviser as the adviser to the Fund), or that describes the Adviser’s services or other obligations hereunder, to the Adviser as agreed between the parties prior to use for prompt review of such materials by the Adviser within a reasonable and appropriate deadline.

7.         IMPLEMENTATION OF CHANGES. The Adviser shall be afforded a reasonable amount of time to implement any change in applicable law, rule or regulation (but in no event (except after obtaining a proper exemptive order or other relief or the Fund’s consent) beyond the mandatory compliance date for any change in applicable law, rule or regulation), any change in the Fund’s Governing Documents, any change in the Adviser’s (or, as applicable, a Sub-Adviser’s) policies and procedures, and any other change arising out of any other instructions provided by the Board in writing to the Adviser. The Adviser shall not be responsible for implementing (or failing to implement) any change in the Fund’s Governing Documents, or resulting from any Instruction of the Board, that is not specifically identified in a writing provided to the Adviser. The Adviser will promptly inform the Fund if the Adviser is not able to implement any such change or new Instruction.

8.         TIMELY INFORMATION. The Fund or its agent will provide (or cause to be provided) timely information to the Adviser (or, as applicable, a Sub-Adviser) regarding such matters as inflows to and outflows from the Fund and the cash requirements of, and cash available for investment in, the Fund. The Fund or its agent will timely provide (or cause to be provided) the Adviser (or, as applicable, a Sub-Adviser) with copies of monthly accounting statements for the Fund, and such other information as may be reasonably necessary or appropriate in order for the Adviser to perform its responsibilities hereunder (or, as applicable, a Sub-Adviser to perform its responsibilities under a Sub-Advisory Agreement).

9.         INDEPENDENT CONTRACTOR. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so in this Agreement or another writing by the Fund to the Adviser, have no authority to act for or represent the Fund in any way, or in any way be deemed an agent for the Fund. It is expressly understood and agreed that the services to be rendered by the Adviser to the Fund under the provisions of this Agreement are not to be deemed exclusive, and that the Adviser may give advice, provide administrative services, and take action with respect to other clients, including, affiliates of the Adviser, that may be similar or different from that given or taken on behalf of the Fund.

10.    ADVISER’S PERSONNEL. The Adviser, or an affiliate of the Adviser, shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement.

11.         EXPENSES.

(a) Except as specifically contemplated in this Agreement, each of the parties to this Agreement shall bear their respective costs and expenses of performing its obligations hereunder.

(b) The Fund shall reimburse the Adviser (or, as applicable, a Sub-Adviser) for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

(c) The Fund agrees promptly to reimburse the Adviser (or, as applicable, a Sub-Adviser) for any other reasonable expenses not contemplated by this Agreement that the Adviser (or, as applicable, a Sub-Adviser) may incur on the Fund’s behalf or the Fund’s request or with the Fund’s consent.

(d)     With respect to the Fund's operations, the Adviser shall be responsible for (i) providing the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Adviser.

(e)     The Adviser may, but is not obligated to, enter into a separate agreement pursuant to which the Adviser agrees to waive its management fee and/or reimburse Fund expenses in order to limit the total annual operating expenses of the Fund at a level set forth in such agreement.

(f)    Without limiting the foregoing, the Fund is responsible for and has assumed the obligation for payment of all of its expenses, other than as stated in this Section 8, including: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Fund for the benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value (including, any equipment or services obtained for the purpose of pricing shares or valuing the Fund’s assets) and of maintaining its books of account required under the 1940 Act; taxes, if any; expenditures in connection with meetings of the Fund’s shareholders and the Board that are properly payable by the Fund; salaries and expenses of officers of  the Fund, including, the Fund’s Chief Compliance Officer, fees of members of the Board or members of any advisory board or committee, and expenses of members of the Board or members of any advisory board or committee; insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing, printing and mailing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to prospective and existing shareholders; legal, auditing and accounting fees; all or any portion of trade association dues or educational program expenses determined appropriate by the Board; fees and expenses (including, legal fees) of registering and maintaining registration of its shares for sale under applicable securities laws; all expenses of maintaining and servicing shareholder accounts, including, all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.

(g)     Nothing herein shall prohibit the Board from approving the payment by the Fund of additional compensation to others for consulting services, supplemental research and security and economic analysis.

(h)        Other than as herein specifically indicated, the Adviser shall not be responsible for the Fund’s expenses.

12.         INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FEE.

(a)     The Fund shall pay to the Adviser, and the Adviser agrees to accept, as full compensation for all services rendered pursuant to this Agreement, an aggregate annual fee at the rate set forth in Schedule A to this Agreement. Provided that for the purposes of compensation payable to the Adviser under this Agreement, the Fund will be deemed to have paid the Adviser and the Adviser will be deemed to have received an amount equal to any payment made by the Fund directly to a Sub-Adviser of the Fund.

(b)     The fee shall be computed daily at an annual rate based on the average daily net assets of the Fund. Such fee shall be accrued daily and paid to the Adviser (or, as applicable, a Sub-Adviser) on the first business day of the succeeding month. The method of determining average daily net assets for purposes of this Agreement shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Fund as described in the Prospectus of the Fund.

(c)     The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Adviser (or, as applicable, a Sub-Adviser) shall be prorated for the portion of any month in which this Agreement is in effect, and shall be payable within 10 days after the date of termination.

(d)     Subject to Section 11(e) above, the fee payable to the Adviser (or, as applicable, a Sub-Adviser) under this Agreement will be reduced as may be agreed upon by the parties under any expense limitation agreement between the parties.

13.         CONFLICTS WITH FUND’S GOVERNING DOCUMENTS AND APPLICABLE LAWS. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Amended and Restated Agreement and Declaration of Trust of the Fund, as amended from time to time, the Amended and Restated By-Laws of the Fund, or any applicable statute or regulation, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund. For purposes of this Agreement, the Adviser acknowledges that the Board retains ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

14.         REPORTS AND ACCESS. To the extent not otherwise identified in this Agreement, the parties agree to: (i) furnish upon request to each other such further information and documentation; (ii) execute and deliver to each other such other documents; and (iii) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

15.         ADVISER’S LIABILITIES; STANDARD OF CARE; INDEMNIFICATION.

(a)     The Adviser shall comply, in all material respects, with all applicable laws and regulations in the discharge of its duties under this Agreement; and it shall comply with the investment policies, guidelines and restrictions of the Fund to the extent required to do so under this Agreement.

(b)     The Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved.

(c)     Notwithstanding any other provision in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of Adviser (or, as applicable, a Sub-Adviser), Adviser (or, as applicable, a Sub-Adviser) will not be subject to liability for any act or omission in the course of, or connected with, rendering services hereunder (or, as applicable an in the case of a Sub-Adviser, under a Sub-Advisory Agreement) or for any losses that may be sustained in the purchase, holding or sale of any security, including for any error of judgment, for any mistake of law, or any other act or omission by Adviser (or, as applicable, a Sub-Adviser). Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing in this Agreement (or, as applicable, in a Sub-Advisory Agreement) will in any way constitute a waiver or limitation of any rights which the Fund may have under any federal securities law or state law that cannot be waived by contract.

(d)     The Adviser shall indemnify and hold harmless the Fund from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other reasonable related expenses) resulting from the Adviser's willful misfeasance, bad faith or gross negligence in connection with the performance of the Adviser's obligations under this Agreement, or from the Adviser's reckless disregard or material breach of its obligations and duties under this Agreement; provided, however, that the Adviser's obligation under this Section 15(d) shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Fund, is caused by or is otherwise directly related to the Fund’s (or another service provider’s) own willful misfeasance, bad faith or gross negligence, or to the reckless disregard or material breach of its duties under this Agreement or other agreement with the Fund.

(e)        The Adviser, shall be responsible for any reasonable expenses incurred by the Fund or in responding to a legal, administrative, judicial or regulatory action, claim, or suit involving the Adviser to which the Fund is not a party.

(f)        The Fund shall be responsible for any reasonable expenses incurred by the Adviser or in responding to a legal, administrative, judicial or regulatory action, claim or suit involving the Fund to which the Adviser, as applicable, is not a party.

(g)     The Fund shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other reasonable related expenses) resulting from the Fund's willful misfeasance, bad faith or gross negligence in connection with the performance of the Fund's obligations under this Agreement, or from the Fund’s reckless disregard or material breach of its obligations and duties under this Agreement; provided, however, that the Fund's obligation under this Section 15(g) shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard or material breach of its duties under this Agreement or other agreement with the Adviser.

(h)     Neither the Adviser (or, as applicable, a Sub-Advisor) nor the Fund shall be liable for special, consequential or incidental damages.

(i)     No provision of this Agreement shall be construed to protect any Trustee or officer of the Fund, or officer of the Adviser (or, as applicable, a Sub-Advisor), from liability in violation of Sections 17(h) and (i) of the 1940 Act.

16.         EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT. The services of the Adviser to the Fund are not to be deemed exclusive, and the Adviser may act as investment adviser or administrator for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its own accounts or the accounts of others for whom it may be acting, provided, however, that the Adviser expressly agrees that it will undertake no activities which, in its reasonable judgment, will adversely affect, in any material respect, the performance of its obligations to the Fund under this Agreement.  The Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Fund. Nothing in this Agreement shall be deemed to require the Adviser, its principals, affiliates, agents or employees to purchase or sell for the Fund any security which it or they may purchase or sell for its or their own account or for the account of any other client.

17.       TERM. This Agreement shall become effective as of the date executed and shall remain in full force and effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is specifically approved at least annually by (i) the Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund or (ii) the vote of a majority of the Trustees of the Fund who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings set forth in the 1940 Act, and the foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

18.       RIGHT TO USE NAME. The names “Edward Jones Money Market Fund” and "Passport Research, Ltd." or any reasonable derivation of the same, and all rights to the use of the names “Edward Jones Money Market Fund” and “Passport Research, Ltd.” belong to the Adviser and its affiliates, and the Adviser and its affiliates have the right to license such names to the Fund.  In that regard, the Adviser has consented to the use by the Fund of the identifying words “Edward Jones Money Market Fund” and has granted to the Fund a non-exclusive license to use the name “Edward Jones Money Market Fund” as part of the name of the Fund.  In the event that the Adviser or one of its affiliates is not appointed as investment adviser of the Fund or ceases to be the investment adviser of the Fund, the non-exclusive license granted herein may be revoked by the Adviser and, if so revoked, the Fund shall cease using the name “Edward Jones Money Market Fund” as part of its name, unless otherwise consented to by the Adviser or any successor to its interests in such names. For the avoidance of doubt, the Adviser (and, as applicable, each Sub-Advisor) has the right to use the name “Edward Jones Money Market Fund” in connection with its services to the Fund. Further, nothing in this Agreement is intended, or shall be construed, as preventing the Adviser or its affiliates (and, as applicable, each Sub-Advisor and its affiliates) from using the Fund’s name in any response to a request for information/proposal, and the Adviser or its affiliates (and, as applicable, each Sub-Advisor and its affiliates) are expressly authorized to include the name of the Fund on representative client lists.

19.         TERMINATION; ASSIGNMENT.

(a)     This Agreement may be terminated: (i) by the Fund, by the Board or by vote of a majority of the outstanding voting securities of the Fund at any time without payment of any penalty, upon sixty (60) days’ written notice to the Adviser ; and (ii) by the Adviser upon sixty (60) days’ written notice to the Fund. In the event of a termination of all or either the advisory services or administrative services under this Agreement, the Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Fund, transfer, at the Fund’s expense, any and all books and records of the Fund maintained by the Adviser, as applicable, on behalf of the Fund.

(b)     This Agreement shall terminate automatically in the event of its assignment.  The term “assignment” shall have the meaning set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act.

(c)        In the event of a termination, the Adviser shall cease all activity on behalf of the Fund, except as expressly directed by the Fund, and, as applicable, except for the settlement of securities transactions already entered into for the account of the Fund.

(d)        Termination of this Agreement (in whole or in part) shall not relieve Adviser or Fund of any liability incurred hereunder for acts or omissions taken or made prior to termination.

(e)        Sections 15 and 21 of this Agreement shall survive the termination of this Agreement.

20.       BOOKS AND RECORDS.   In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any of such records upon the Fund’s request, provided, however, that Adviser may retain copies of any records to the extent required for it to comply with applicable laws. Any such records maintained will be bound by the confidentiality obligations within Section 21 for as long as records are maintained. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.

21.       CONFIDENTIALITY; NONPUBLIC PERSONAL INFORMATION. The Adviser and Fund each agree to keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than the performance of its responsibilities and duties hereunder, unless the non-disclosing party has authorized such disclosure, or if such disclosure is compelled by subpoena or is expressly required or requested by applicable federal or state regulatory authorities. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in the public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information.

Notwithstanding any provision herein to the contrary, the Adviser agrees on behalf of itself and its managers, members, officers, and employees to (1) treat confidentially and as proprietary information of the Fund (a) all records and other information relative to the Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) in accordance with SEC Regulation S-P ("Regulation S-P"), any nonpublic personal information, promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”); and (2) except after prior notification to and approval in writing by the Fund, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act.  Such written approval shall not be unreasonably withheld by the Fund and may not be withheld where the Adviser may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.

22.       ANTI-MONEY LAUNDERING COMPLIANCE. The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Fund has adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with the Fund’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Adviser, now and in the future; provided, however, that the Adviser shall not be liable in respect of any failure by it to comply with changes to the Fund’s Anti-Money Laundering Policy of which it has not been notified in writing by the Fund a reasonable time in advance of the effectiveness of such changes.  The Adviser further agrees to provide to the Fund, such reports, certifications and contractual assurances as may be reasonably requested by the Fund and mutually agreed to by the parties. The Fund may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

23.       CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Fund, the Adviser agrees to use its reasonable efforts to assist the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. The Adviser agrees to inform the Fund of any material development related to the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

24.       COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.

25.        NOTIFICATION.   The Adviser agrees that it will provide prompt notice to the Fund about material changes in the employment status of key investment management personnel involved in the management of the Fund, material changes in the investment process used to manage the Fund, any changes in senior management, operations, financial condition or ownership of the Adviser’s firm and the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

26.         GENERAL PROVISIONS.

(a)       NOTICES.   Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be effectively delivered when actually received, and may be delivered by US mail (first class, postage prepaid), by hand or by commercial overnight delivery service, addressed as follows:

(b) CONFLICTS OF INTEREST. It is understood that (i) directors/trustees, officers, agents and shareholders of the Fund are or may be interested in the Adviser or its affiliated persons as directors/trustees, officers, stockholders or otherwise, (ii) directors/trustees, officers, agents and shareholders of the Adviser or its affiliated persons are or may be interested in the Fund as directors/trustees, officers, shareholders or otherwise, and (ii) the existence of any such dual interests shall not affect the validity of this Agreement or of any transactions or performance under this Agreement except as specifically provided in (A) the Fund’s declaration of trust, by laws or similar Governing Document, (B) the Adviser’s declaration of trust, bylaws, or similar Governing Document, or (C) provisions of applicable laws, rules or regulations.

(c) SEVERABILITY AND ENTIRE AGREEMENT. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter.   In the event that this Agreement is made applicable to any additional classes or funds by way of a schedule executed subsequent to the date first indicated above, provisions of such schedule shall be deemed to be incorporated into this Agreement as it relates to such class or fund so that, for example, the execution date for purposes of Section 17 of this Agreement with respect to such class or fund shall be the execution date of the relevant schedule. Nothing in this Agreement is intended to waive, discharge, supersede, limit or affect any other agreement between the Fund and the Adviser, or any affiliates of any of them.

(d) ASSIGNMENTS; SUCCESSORS; NO-THIRD PARTY RIGHTS; SERVICE PROVIDERS. No party may assign any of its rights under this Agreement without the prior consent of the other party. Subject to the preceding sentence, and Section 19 of this Agreement, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the permitted successors and permitted assigns of the parties. Except as expressly provided in this Agreement, nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as expressly provided in this Agreement, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their permitted successors and permitted assigns.

Notwithstanding anything contained in this Agreement to the contrary, the Adviser may enter into arrangements with its affiliates and other third party contractors (such as, for example, proxy voting services) in connection with the performance of the Adviser’s services and other obligations under this Agreement, including for the provision of certain personnel, services and facilities to the Adviser, provided that such arrangements comply with the 1940 Act (including, if applicable the requirements of Section 15 of the 1940 Act). The Adviser agrees, subject to the terms and conditions of this Agreement, that the Adviser will remain responsible for any actions or omissions of such affiliates or other third-party contractors to the same extent as if the Adviser had taken such action or made such omission under this Agreement.

(e)     AMENDMENT. No provision of this Agreement may be changed, waived, or discharged orally, but may be changed, waived or discharged only by an instrument in writing signed by all parties and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

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

(g)     GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including, the 1940 Act and the Advisers Act and any rules and regulations promulgated thereunder.

(h)     COUNTERPARTS.   This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be communicated by electronic transmission (which shall include facsimile or email) and shall be binding upon the parties so transmitting their signatures.

(i) CONSTRUCTION . Unless otherwise expressly provided: (i) the words “include,” “includes” and “including” do not limit the preceding words or terms, and shall be construed to be followed by “without limitation”; (ii) the word “or” in this Agreement is disjunctive but not necessarily exclusive (and should be construed, accordingly, as “and/or”); and (iii) any reference to “days” shall mean calendar days. This Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision in this Agreement. The following terms have the meanings given to such terms under the 1940 Act, and the rules and regulations promulgated thereunder: “interested persons”; “affiliated person”; “assign” or “assignment”, and “federal securities laws.”

(j)     MISCELLANEOUS.   Where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

[SIGNATURE PAGE FOLLOWS]

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

SCHEDULE A

Fund Management Services:

Shareholder and Financial Reporting Services:

Service Provider Oversight Services:

Fund Administration Services:

Compliance Services:

SCHEDULE B

Edward Jones Money Market Fund

Annual Fee Rate as a Percentage of

Average Daily Net Assets

0.20%

EDWARD JONES MONEY MARKET FUND

SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT

THIS SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT (“Agreement") is made as of the 27th day of January, 2017, by and among Passport Research, Ltd., a Pennsylvania limited partnership (the “Adviser”), Federated Investment Management Company, a Delaware statutory trust (the “Sub-Adviser”), Federated Administrative Services (“Sub-Administrator”) (Sub-Adviser and Sub-Administrator, severally and not jointly, shall be referred to, as applicable, as “Federated”) and Edward Jones Money Market Fund, a Massachusetts voluntary association (commonly known as a business trust) (the “Fund”), solely for the purposes of compensation paid pursuant Paragraph 16 of this Agreement.

W I T N E S S E T H

WHEREAS , the Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS , the Adviser and the Sub-Adviser are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment management services;

WHEREAS , the Adviser and Fund have entered into an Investment Management and Administration Agreement dated January 27, 2017 (the “Investment Management and Administration Agreement”), pursuant to which the Adviser may retain one or more sub-advisers (including, sub-administrators) to render portfolio management and administrative services to the Fund pursuant to agreements between the Adviser and each such sub-adviser;

WHEREAS , the Adviser, with the approval of the Board of Trustees of the Fund (the “Board” or the “Trustees”), has selected: (i) the Sub-Adviser to act as investment sub-adviser to perform such investment sub-advisory services to the Fund under the terms and conditions as set forth herein; and (ii) the Sub-Administrator to provide certain related sub-administrative services, as more fully set forth below, and to perform such services under the terms and conditions set forth herein; and

WHEREAS , both the Sub-Adviser and Sub-Administrator agree to serve as the investment sub-adviser and sub-administrator, respectively, for the Fund on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and mutual promises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:

1.   APPOINTMENT OF SUB-ADVISER AND SUB-ADMINISTRATOR. The Adviser hereby appoints the Sub-Adviser and Sub-Administrator, and the Sub-Adviser and Sub-Administrator hereby accept such appointment, to render investment advisory and administrative services, respectively, to the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Adviser and the Board.

2.   DUTIES OF SUB-ADVISER.

(a)    INVESTMENT MANAGEMENT SERVICES.   Subject to the supervision of the Adviser and the Board, the Sub-Adviser shall act as investment sub-adviser to the Fund and shall supervise investments of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, and in compliance with the requirements applicable to registered investment companies under applicable laws, including, the 1940 Act, the Commodity Exchange Act and the rules of the National Futures Association, and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder, as amended (the “Code”). From time to time, the Adviser or the Fund may provide the Sub-Adviser with written copies of other investment policies, guidelines and restrictions applicable to the Sub-Adviser's management of the Fund, which shall become effective at such time as agreed upon by both parties. Subject to each of the foregoing sentences above, the Sub-Adviser shall have full discretionary authority to manage the investment of the assets of the Fund, including purchasing, holding or selling the securities and other assets of the Fund, selecting brokers, dealers, future commissions merchants and other intermediaries, settling and allocating trades, aggregating trades, and seeking to obtain best execution, in each case, without prior consultation with the Adviser or Board and in accordance with the 1940 Act, the Advisers Act and the rules and regulations thereunder, and applicable policies and procedures of the Fund or Sub-Adviser as in effect from time to time.

Without limiting the generality of the foregoing, and subject to the terms and conditions of the Agreement, the Sub-Adviser shall, at its own expense:

(b) CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”), which it has provided to the Adviser and the Fund. The Sub-Adviser shall ensure that it complies in all material respects with the Sub-Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Adviser and the Fund with a (i) copy of the Sub-Adviser’s current Code of Ethics, as in effect from time to time, and (ii) a mutually acceptable certification that it has adopted procedures reasonably necessary to prevent its personnel from engaging in any conduct prohibited by the Sub-Adviser’s Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser’s Code of Ethics to the Adviser and the Board. The Sub-Adviser shall respond to reasonable requests for information from the Adviser and the Fund as to violations of the Code of Ethics by personnel and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall promptly notify the Adviser and the Fund of any material violation of the Code of Ethics, whether or not such violation relates to a security held by the Fund.

(c)    BROKERAGE. In connection with the investment and reinvestment of the Fund's assets, the Sub-Adviser is authorized to select the brokers, dealers, futures commission merchants, or other intermediaries that will execute purchase and sale transactions for the Fund’s portfolio, to execute for the Fund as its agent and attorney-in-fact standard customer agreements and other documentation in connection with opening trading accounts with such brokers, dealers, futures commission merchants, or other intermediaries including, ISDA agreements. Sub-Adviser agrees to use reasonable efforts to seek to obtain the best execution consistent with applicable law with respect to all such purchases and sales of portfolio securities for said portfolio. Subject to its obligation to seek best execution, Sub-Adviser may: (A) select brokers, dealers, futures commission merchants or other intermediaries that are affiliated persons of the Fund, Adviser or Sub-Adviser, provided that any trade orders placed with any such affiliated person are placed in accordance with the 1940 Act, and the rules and regulations thereunder, and the Fund’s and Sub-Adviser’s applicable policies and procedures as in effect from time to time; and (B) consider the reliability, integrity and financial condition of a broker, dealer, futures commission merchants, or other intermediary, the size of and difficulty in executing a transaction, the best net price available, the value of the expected contribution of the broker–dealer to the investment performance of the Fund on a continuing basis, and other factors that Sub-Adviser deems appropriate and consistent with Sub-Adviser’s policies and procedures as in effect from time to time in selecting brokers, dealers, futures commission merchants or other intermediaries. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this Section. Such records shall be made available to the Adviser and the Fund upon request.

In evaluating the ability of a broker-dealer to provide best execution with respect to a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the 1934 Act). Consistent with any guidelines established by the Adviser or the Board and Section 28(e) of the 1934 Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser, the Adviser or the Fund's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Sub-Adviser, the Adviser, the Fund's principal underwriter, or any affiliated person of either the Fund, the Sub-Adviser, the Adviser or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.

The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. 

At the request of the Sub-Adviser, the Adviser shall (or shall cause the Fund to) execute a mutually acceptable standalone limited power of attorney evidencing the Sub-Adviser’s authority to effect transactions on behalf of the Fund. 

(d) CUSTODY . All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Sub-Adviser shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Fund from time to time.  The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

(e)        PROXY VOTING . Adviser hereby authorizes Sub-Adviser to, and Sub-Adviser will, in Sub-Adviser’s discretion and without prior consultation with Adviser or the Board, vote (either directly or through a voting service engaged by Sub-Adviser) all proxies and corporate actions of which Sub-Adviser receives timely notice that are solicited by or with respect to issuers of securities or other assets in which the sub-advised assets may be invested from time to time. Such votes shall be made by Sub-Adviser in accordance with Sub-Adviser’s proxy voting policies and procedures as in effect from time to time. Upon written notice to Sub-Adviser, the Board may at any time withdraw the authority granted to Sub-Adviser pursuant to this Section to perform any or all of the proxy voting services contemplated hereby. While Sub-Adviser will reasonably cooperate with Adviser in providing information to Adviser to allow Adviser to prepare (or cause to be prepared) Form N-PX filings, Federated shall not be responsible for making any Form N-PX filings.

(f)         AGGREGATION OF ORDERS. Sub-Adviser may (but shall not be obligated to) aggregate purchase or sale orders for the Fund with contemporaneous purchase or sale orders of other clients of Sub-Adviser or its affiliated persons. In such event, allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner Sub-Adviser considers to be equitable and consistent with Sub-Adviser’s applicable policies and procedures as in effect from time to time and consistent with applicable law. Adviser hereby acknowledges that such aggregation of orders may not result in a more favorable price or lower brokerage commissions in all instances.

3.        DUTIES OF SUB-ADMINISTRATOR. Subject to the supervision of the Adviser and the Board, and in connection with the operation of the Fund's business and affairs, the Sub-Administrator shall provide facilities, equipment and personnel to carry out the sub-administrative services agreed to between Adviser and Sub-Administrator from time to time. Adviser and Sub-Administrator agree that, initially, the sub-administrative services to be provided by Sub-Administrator are set forth on Schedule A attached hereto.

4.    REPRESENTATIONS OF FEDERATED. Each of Sub-Adviser and Sub-Administrator, as applicable, represents, warrants and agrees with respect to itself that:

(a)    Federated has all requisite power and authority to enter into and perform its obligations under this Agreement;

(b)    Federated has taken all necessary actions to authorize its execution, delivery and performance of this Agreement;

(c)    Sub-Adviser is registered as an adviser under the Advisers Act and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Adviser and the Fund of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations; and

(d)    Sub-Adviser has furnished to the Adviser and the Fund, the Sub-Adviser’s most recent registration statement on Form ADV.

5.    REPRESENTATIONS OF THE ADVISER. The Adviser represents, warrants and agrees that:

(a)    Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement and the Investment Management and Administration Agreement;

(b)    Adviser has taken all necessary actions to authorize its execution, delivery and performance of this Agreement and the Investment Management and Administration Agreement;

(c)        Adviser has the authority under the Investment Management and Administration Agreement to appoint Federated to perform the services contemplated in this Agreement; and

(d)        Adviser is registered as an adviser under the Advisers Act and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Adviser and the Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

6.    COVENANTS OF THE SUB-ADVISER.   The Sub-Adviser covenants that it shall:

(a)   Maintain all licenses and registrations necessary to perform its duties hereunder in good order at all times throughout this Agreement; and

(b)   Maintain insurance in the types and in an amount at least equal to that disclosed to the Board in connection with its approval of this Agreement and shall provide prompt notice to the Adviser and the Fund (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims are reasonably expected to be made on its insurance policies. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Adviser and the Fund with any information they may reasonably require concerning the amount of or scope of such insurance.

7.    DUTIES OF ADVISER.

(a)        Adviser has furnished to the Sub-Adviser (to the extent not already in Sub-Adviser’s possession) true, correct and complete copies, and will continue to furnish future material amendments, of each of the following documents:

Additionally, the Adviser shall provide Sub-Adviser, prior to the effective date of this Agreement and annually after this Agreement becomes effective, with a written list of all affiliated persons of the Fund (and any affiliated person of such an affiliated person) and Adviser shall promptly provide Sub-Adviser with an updated written list whenever Adviser becomes aware of any additional affiliated persons or other changes to the most recently provided list.

(b)        Adviser agrees to (or to cause the Fund to) submit any proposed language in any required filings (“blue-sky” filing or filing with the SEC or applicable state securities regulator, or any amendment or supplement to any of the foregoing, collectively, “requirement filings”), or any sales literature, statement, communication or other document relating to the Adviser or the Fund, that mentions Federated (other than identifying Federated as sub-adviser or sub-administrator to the Fund), or that describes Federated’s services or other obligations hereunder, to Federated as agreed between the parties prior to use for prompt review of such materials by Federated within a reasonable and appropriate deadline. Adviser acknowledges and agrees that Federated is not responsible for ensuring that any required filings, or any sales literature, statement, communication or other document relating to the Adviser or the Fund is in compliance with all disclosure and other requirements under applicable laws, rules or regulations, and that Federated shall have no liability in connection therewith, except to the extent arising out of a material inaccuracy in, or material omission from, information furnished in writing by Federated to Adviser or the Fund for inclusion in any required filings, or Sub-Administrator’s breach of the standard of care found in Section 19(c) in connection with the performance of the Sub-Administrator’s sub-administrative services under this Agreement, that causes any such required filings to (i) fail to be accurate and complete in all material respects with respect to Federated or its services, or (ii) omit to state any material fact necessary in order to make the statements may therein with respect to Federated or its services, in light of the circumstances under which there were made not misleading.

8.         LEGAL PROCEEDINGS. The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Fund. Federated is not required to take any action or to render investment-related advice or administrative services with respect to lawsuits involving the Fund, including those involving securities presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Federated involving issuers presently or formerly held in the Fund, Federated shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about the Fund to third parties for purposes of participating in any settlements relating to such class actions.

9.         VALUATION. Subject to Federated’s obligation to provide reasonable assistance with respect to valuation of the Fund as contemplated in Section 2(a)(v) of this Agreement, Federated is not a pricing agent and is not responsible for valuing or pricing the securities and other assets invested in, held by or sold by the Fund, and Adviser, the Fund, and Federated will rely on one or more pricing agents chosen by the Board for prices of the securities and other assets of the Fund for all purposes.

10.         COMPLIANCE TESTING. Federated is not the compliance agent for the Fund or Adviser, may not have access to all of the books and records of the Fund necessary to perform certain compliance testing, and will not be obligated to request any books and records of the Fund not in Federated’s possession for purposes of compliance testing. To the extent that Federated has agreed to perform the services specified in this Agreement in accordance with applicable laws, rules or regulations (for example, the 1940 Act), the Fund’s Governing Documents, Adviser’s, the Fund’s or Federated’s policies, or written instructions, Federated shall perform such services based upon its books and records with respect to the Fund (or the portion of the Fund to which Federated is responsible for providing services hereunder), which may comprise only a portion of the Fund’s books and records, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement based upon such books and records.

11.         IMPLEMENTATION OF CHANGES. Federated shall be afforded a reasonable amount of time to implement any change in applicable law, rule or regulation (but in no event (except after obtaining a proper exemptive order or other relief or Adviser’s consent) beyond the mandatory compliance date for any change in applicable law, rule or regulation), any change in the Fund’s Governing Documents, any change in the Fund’s or Adviser’s policies and procedures, any change in Federated’s policies and procedures, and any other change arising out of any other instructions provided by the Board or Adviser in writing to Federated. Federated shall not be responsible for implementing (or failing to implement) any change in the Fund’s Governing Documents, or resulting from any instruction of the Board or Adviser, that is not specifically identified in a writing provided to Federated. Federated will promptly inform Adviser if Federated is not able to implement any such change or new instruction. Notwithstanding any other provision of this Agreement, Federated shall not be responsible for complying with any policy, procedure or instruction of the Adviser or the Fund, except to the extent (a) compliance with such policy, procedure or instruction is contemplated by this Agreement, (b) such policy, procedure or instruction is provided reasonably in advance in writing to Federated, and (c) Federated confirms to the Adviser that it can comply with such policy, procedure or instruction.

12.         TIMELY INFORMATION. The Adviser or its agent will provide timely information to Federated regarding such matters as inflows to and outflows from the Fund and the cash requirements of, and cash available for investment in, the Fund. The Adviser or its agent will timely provide (or cause to be provided) Federated with copies of monthly accounting statements for the Fund, and such other information as may be reasonably necessary or appropriate in order for Federated to perform its responsibilities hereunder.

13.        INDEPENDENT CONTRACTOR. Federated shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so in this Agreement or another writing by the Adviser or the Fund to Federated, have no authority to act for or represent the Adviser or the Fund in any way, or in any way be deemed an agent for the Adviser or the Fund. It is expressly understood and agreed that the services to be rendered by Federated to the Adviser and the Fund under the provisions of this Agreement are not to be deemed exclusive, and that Federated may give investment advice, provide administrative services, and take action with respect to other clients, including affiliates of Federated, that may be similar or different from that given or taken on behalf of the Adviser and the Fund.

14.    FEDERATED’S PERSONNEL. Federated, or an affiliate of Federated, shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement.  

15.    EXPENSES.

(a)         Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Investment Management and Administration Agreement to which they are parties, unless otherwise specifically provided herein.

(b) Except as specifically contemplated in this Agreement, each of the parties to this Agreement shall bear their respective costs and expenses of performing its obligations hereunder.

(c)        The Adviser shall reimburse (or cause the Fund to reimburse) the Sub-Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

(d)        The Adviser agrees promptly to reimburse (or cause the Fund to reimburse) Federated for any other reasonable expenses not contemplated by this Agreement that Federated may incur on the Adviser’s or the Fund’s behalf or the Adviser’s or the Fund’s request or with the Adviser’s or the Fund’s consent.

(e) With respect to the Fund's operations, Federated shall be responsible for (i) providing the personnel, office space and equipment reasonably necessary to perform its obligations hereunder; and (ii) the costs of any special Board meetings or shareholder meetings convened for the primary benefit of the Sub-Adviser.

(f)        Federated, may, but is not obligated to, enter into a separate agreement pursuant to which Federated agrees to waive its management fee and/or reimburse Fund expenses in order to limit the total annual operating expenses of the Fund at a level set forth in such agreement.

(g)   Other than as herein specifically indicated, Federated shall not be responsible for the Adviser’s or the Fund’s expenses.

16.    SUB-ADVISORY AND SUB-ADMINISTRATIVE SERVICES FEE.

(a)    The Fund shall pay Federated, and Federated agrees to accept, as full compensation for all services rendered pursuant to this Agreement, an aggregate annual fee at the rate set forth in Schedule B to this Agreement.

(b)    The fee shall be computed daily at an annual rate based on the average daily net assets of the Fund. Such fee shall be accrued daily and paid to the Sub-Adviser on the first business day of the succeeding month. The method of determining average daily net assets for purposes of this Agreement shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Fund as described in the Prospectus of the Fund.

(c)    The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to Federated shall be prorated for the portion of any month in which this Agreement is in effect, and shall be payable within 10 days after the date of termination.

(d)    Subject to Section 15(f) above, the fee payable to Federated under this Agreement will be reduced as may be agreed upon by the parties under any expense limitation agreement between the parties.

17.    CONFLICTS WITH FUND’S GOVERNING DOCUMENTS AND APPLICABLE LAWS. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Amended and Restated Agreement and Declaration of Trust of the Fund, as amended from time to time, the Amended and Restated By-Laws of the Fund, or any applicable statute or regulation, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund. For purposes of this Agreement, the Adviser and the Sub-Adviser acknowledge that the Board retains ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

18.    REPORTS AND ACCESS. To the extent not otherwise identified in this Agreement, the parties agree to: (i) furnish upon request to each other such further information and documentation; (ii) execute and deliver to each other such other documents; and (iii) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

19.    FEDERATED’S LIABILITIES; STANDARD OF CARE; INDEMNIFICATION.

(a)    Federated shall comply, in all material respects, with all applicable laws and regulations in the discharge of its duties under this Agreement; and it shall comply with the investment policies, guidelines and restrictions of the Fund or Sub-Adviser (as applicable) to the extent required to do so under this Agreement.

(b)    Federated shall not be obligated to perform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved.

(c)    Notwithstanding any other provision in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of Federated, Federated will not be subject to liability for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, including, for any error of judgment, for any mistake of law, or any other act or omission by Federated. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing in this Agreement will in any way constitute a waiver or limitation of any rights which Adviser (or the Fund) may have under any federal securities law or state law that cannot be waived by contract.

(d)    The Sub-Adviser and Sub-Administrator, severally and not jointly, shall indemnify and hold harmless the Adviser and the Fund from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other reasonable related expenses) resulting from its willful misfeasance, bad faith or gross negligence in connection with the performance of its obligations under this Agreement, or from its reckless disregard or material breach of its obligations and duties under this Agreement; provided, however, that the Sub-Adviser's obligation under this Section 19(d) shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser or the Fund, is caused by or is otherwise directly related to the Adviser’s or the Fund’s (or another service provider’s (other than Federated’s)) own willful misfeasance, bad faith or gross negligence, or to the reckless disregard or material breach of its duties under this Agreement, the Investment Management and Administration Agreement or other agreement with the Adviser or the Fund.

(e)        The Sub-Adviser and Sub-Administrator, severally and not jointly, shall be responsible for any reasonable expenses incurred by the Fund or the Adviser in responding to a legal, administrative, judicial or regulatory action, claim, or suit involving the Sub-Adviser or Sub-Administrator, respectively, to which neither the Fund nor the Adviser is a party.

(f)        Adviser shall be responsible for any reasonable expenses incurred by the Sub-Adviser or Sub-Administrator, as applicable, in responding to a legal, administrative, judicial or regulatory action, claim or suit involving the Adviser or the Fund to which Sub-Adviser or Sub-Administrator, as applicable, is not a party.

(g)    The Adviser shall indemnify and hold harmless Federated from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other reasonable related expenses) resulting from the Adviser's or the Fund’s willful misfeasance, bad faith or gross negligence in connection with the performance of the Adviser's or the Fund’s obligations under this Agreement or the Investment Management and Administration Agreement, or from the Adviser’s or Fund’s reckless disregard or material breach of its obligations and duties under this Agreement or the Investment Management and Administration Agreement; provided, however, that the Adviser's obligation under this Section 19(g) shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by Federated, is caused by or is otherwise directly related to Federated’s own willful misfeasance, bad faith or gross negligence, or to the reckless disregard or material breach of its duties under this Agreement.

(h)    Neither Federated nor the Adviser shall be liable for special, consequential or incidental damages.

(i)    No provision of this Agreement shall be construed to protect any Trustee or officer of the Fund or officer of the Adviser or Federated, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

20.    EXCLUSIVITY; TRADING FOR SUB-ADVISER’S OWN ACCOUNT. The services of Federated to the Fund are not to be deemed exclusive, and Federated may act as investment adviser or administrator for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its own accounts or the accounts of others for whom it may be acting, provided, however, that Federated expressly agrees that it will undertake no activities which, in its reasonable judgment, will adversely affect, in any material respect, the performance of its obligations to the Fund under this Agreement.  Federated may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Fund. Nothing in this Agreement shall be deemed to require Federated, its principals, affiliates, agents or employees to purchase or sell for the Fund any security which it or they may purchase or sell for its or their own account or for the account of any other client.

21.    TERM. This Agreement shall become effective as of the date executed and shall remain in full force and effect for a period of two (2) years, unless sooner terminated as hereinafter provided.

This Agreement shall continue in effect thereafter for additional periods not exceeding one year so long as such continuation is specifically approved at least annually by (i) the Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund or (ii) the vote of a majority of the Trustees of the Fund who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings set forth in the 1940 Act, and the foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

22.       RIGHT TO USE NAME. Federated has the right to use the name “Edward Jones Money Market Fund” in connection with its services to the Fund. Further, nothing in this Agreement is intended, or shall be construed, as preventing Federated or its affiliates from using Adviser’s or the Fund’s name in any response to a request for information/proposal, and Federated and its affiliates are expressly authorized to include the name of the Adviser and the Fund on representative client lists.

23.    TERMINATION; ASSIGNMENT.

(a)    This Agreement may be terminated with respect to Sub-Adviser, Sub-Administrator, or both: (i) by the Adviser or the Fund, by the Board or by vote of a majority of the outstanding voting securities of the Fund at any time without payment of any penalty, upon sixty (60) days’ written notice to Federated; and (ii) by Federated upon sixty (60) days’ written notice to the Adviser and the Fund. In the event of a termination of all or either the sub-advisory services or sub-administrative services under this Agreement, Federated shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Adviser or the Fund, transfer, at the Adviser’s expense , any and all books and records of the Fund maintained by the Sub-Adviser and/or Sub-Administrator, as applicable, on behalf of the Fund.

(b)    This Agreement shall terminate automatically in the event of its assignment or in the event of a termination of the Investment Management and Administration Agreement.  The term “assignment” shall have the meaning set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act.

(c)        In the event of a termination, Sub-Adviser or Sub-Administrator (as applicable) shall cease all activity on behalf of the Fund, except as expressly directed by Adviser in connection with the completion or transition of services, and, as applicable, except for the settlement of securities transactions already entered into for the account of the Fund.

(d)        Termination of this Agreement (in whole or in part) shall not relieve Adviser or Federated of any liability incurred hereunder for acts or omissions taken or made prior to termination.

(e)        Sections 19 and 25 of this Agreement shall survive the termination of this Agreement.

24.    BOOKS AND RECORDS.   In compliance with the requirements of Rule 31a-3 under the 1940 Act, Federated hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any of such records upon the Fund’s request, provided, however, that Federated may retain copies of any records to the extent required for it to comply with applicable laws. Any such records maintained will be bound by the confidentiality obligations within Section 25 of this Agreement for as long as the records are maintained. Federated further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.

25.    CONFIDENTIALITY; NONPUBLIC PERSONAL INFORMATION. Adviser and Federated each agree to keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than the performance of its responsibilities and duties hereunder, unless the non-disclosing party has authorized such disclosure or if such disclosure is compelled by subpoena or is expressly required or requested by applicable federal or state regulatory authorities. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in the public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information.

Notwithstanding any provision herein to the contrary, Federated agrees on behalf of itself and its managers, members, officers, and employees to (1) treat confidentially and as proprietary information of the Fund (a) all records and other information relative to the Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) in accordance with SEC Regulation S-P ("Regulation S-P"), any nonpublic personal information, promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”); and (2) except after prior notification to and approval in writing by the Fund, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act.  Such written approval shall not be unreasonably withheld by the Fund and may not be withheld where Federated may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.

26.    ANTI-MONEY LAUNDERING COMPLIANCE. Federated acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Fund has adopted an Anti-Money Laundering Policy. Federated agrees to comply with the Fund’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to Federated, now and in the future; provided, however, that Federated shall not be liable in respect of any failure by it to comply with changes to the Fund’s Anti-Money Laundering Policy of which it has not been notified in writing by the Fund a reasonable time in advance of the effectiveness of such changes.  Federated further agrees to provide to the Fund and/or the administrator such reports, certifications and contractual assurances as may be reasonably requested by the Fund and mutually agreed to by the parties. The Fund may disclose information regarding Federated to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

27.    CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. Federated acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Fund, Federated agrees to use its reasonable efforts to assist the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. Federated agrees to inform the Fund of any material development related to the Fund that Federated reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

28.       COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.

29.    NOTIFICATION.   The Sub-Adviser agrees that it will provide prompt notice to the Adviser and the Fund about material changes in the employment status of key investment management personnel involved in the management of the Fund, material changes in the investment process used to manage the Fund, any changes in senior management, operations, financial condition or ownership of the Sub-Adviser’s firm and the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

30.    GENERAL PROVISIONS.

(a)                NOTICES.   Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be effectively delivered when actually received, and may be delivered by US mail (first class, postage prepaid), by hand or by commercial overnight delivery service, addressed as follows:

(b) CONFLICTS OF INTEREST. It is understood that (i) directors/trustees, officers, agents and shareholders of the Adviser are or may be interested in Federated or its affiliated persons as directors/trustees, officers, stockholders or otherwise, (ii) directors/trustees, officers, agents and shareholders of Federated or its affiliated persons are or may be interested in the Adviser or the Fund as directors/trustees, officers, shareholders or otherwise, (iii) Federated may be interested in the Adviser or the Fund, and (iv) the existence of any such dual interests shall not affect the validity of this Agreement or of any transactions or performance under this Agreement except as specifically provided in (A) Adviser’s declaration of trust, by laws or similar Governing Document, (B) Federated’s declaration of trust, bylaws, or similar Governing Document, or (C) provisions of applicable laws, rules or regulations.

(c)    SEVERABILITY AND ENTIRE AGREEMENT. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter.   In the event that this Agreement is made applicable to any additional classes or funds by way of a schedule executed subsequent to the date first indicated above, provisions of such schedule shall be deemed to be incorporated into this Agreement as it relates to such class or fund so that, for example, the execution date for purposes of Section 21 of this Agreement with respect to such class or fund shall be the execution date of the relevant schedule. Nothing in this Agreement is intended to waive, discharge, supercede, limit or affect any other agreement between the Adviser and Federated, or any affiliates of any of them.

(d) ASSIGNMENTS; SUCCESSORS; NO-THIRD PARTY RIGHTS; SERVICE PROVIDERS. No party may assign any of its rights under this Agreement without the prior consent of the other parties. Subject to the preceding sentence, and Section 23 of this Agreement, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the permitted successors and permitted assigns of the parties. Except as expressly provided in this Agreement, nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. Except as expressly provided in this Agreement, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their permitted successors and permitted assigns.

Notwithstanding anything contained in this Agreement to the contrary, Federated may enter into arrangements with its affiliates (such as, for example, Federated Advisory Services Company) and other third party contractors (such as, for example, proxy voting services) in connection with the performance of Federated’s services and other obligations under this Agreement, including for the provision of certain personnel, services and facilities to Federated, and disclose confidential/nonpublic information to such affiliates and third parties in connection with the performance of services, provided that such arrangements comply with the 1940 Act (including, if applicable the requirements of Section 15 of the 1940 Act) and applicable privacy laws, including Regulation S-P.. Federated agrees, subject to the terms and conditions of this Agreement, that Federated will remain responsible for any actions or omissions of such affiliates or other third-party contractors to the same extent as if Federated had taken such action or made such omission under this Agreement.

(e)    AMENDMENT. No provision of this Agreement may be changed, waived, or discharged orally, but may be changed, waived or discharged only by an instrument in writing signed by all parties and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

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

(g)    GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act and the Advisers Act and any rules and regulations promulgated thereunder.

(h)    COUNTERPARTS.   This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be communicated by electronic transmission (which shall include facsimile or email) and shall be binding upon the parties so transmitting their signatures.

(i) CONSTRUCTION . Unless otherwise expressly provided: (i) the words “include,” “includes” and “including” do not limit the preceding words or terms, and shall be construed to be followed by “without limitation”; (ii) the word “or” in this Agreement is disjunctive but not necessarily exclusive (and should be construed, accordingly, as “and/or”); and (iii) any reference to “days” shall mean calendar days. This Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision in this Agreement. The following terms have the meanings given to such terms under the 1940 Act, and the rules and regulations promulgated thereunder: “interested persons”; “affiliated person”; “assign” or “assignment”, and “federal securities laws.”

(j)    MISCELLANEOUS.   Where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

[SIGNATURE PAGE FOLLOWS]

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

SCHEDULE A

Administrative Services

Fund Management Services:

Shareholder and Financial Reporting Services:

Service Provider Oversight Services:

Fund Administration Services:

Compliance Services:

SCHEDULE B

Edward Jones Money Market Fund

Annual Fee Rate as a Percentage of

Average Daily Net Assets

0.04%

EDWARD JONES MONEY MARKET FUND

OPER A TING EXPENSES LIMITATION AGREEMENT

THIS OPER A TING EXPENSES LIMITATION AGREEMENT (the " Agreement") , effective January 27, 2017, by and between Edward Jones Money Market Fund, a Massachusetts business trust (the " Fund "), and the investment adviser of the Fund, Passport Research, Ltd. (the "Adviser").

WITNESSETH:

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Management and Administration Agreement between the Fund and the Adviser dated January 27, 2017 (the "Investment Management Agreement ");

WHEREAS, pursuant to the Investment Management Agreement, the Fund is responsible for, and has assumed the obligation for, payment of all expenses that have not been specifically assumed by the Adviser thereunder; and

WHEREAS, the Adviser desires to limit the Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) of each class of the Fund (a “Class”) pursuant to the terms and provisions of this Agreement, and the Fund desires to allow the Adviser to implement those limits.

NOW THEREFORE, in consideration of the covenants and the mutual promises he r einafter set forth, the parties, intended to be legally bound hereby, mutually agree as follows:

The Adviser hereby agrees to limit during the Expense Limitation Period (as that term is defined in Paragraph 2 of this Agreement) the Operating Expenses of each Class to an annual rate, expressed as a percentage of the Class's average annual net assets, as provided under Schedule A (the "Annual Limit") by (i) waiving all or a portion of the Adviser 's investment advisory fee payable pursuant to the Investment Management Agreement and (ii) to the extent such fee waiver by itself is insufficient or would cause a Class to pay a different share of the Adviser’s investment advisory fees, reimbursing the Class the portion of such Operating Expenses that is in excess of the Annual Limit for such fiscal year. To the extent that the Operating Expenses of a Class, as accrued each m o nth, exceeds its Annual Limit accrued for such month, the Adviser will waive its investment advisory fees and, if that is insufficient or would cause the Class to pay a different share of the Adviser’s investment advisory fees, pay the Class, on a monthly basis, the amount of the accrued Operating Expenses in excess of the accrued Annual Limit within 30 days of being notified that any excess Operating Expenses payment is due.

For purposes of this Agreement:

The Adviser retains its right to receive reimbursement of any fee waivers or excess expense payments paid by it pursuant to this Agreement under the following terms and conditions:

This Agreement shall become effective on the date first written above and shall remain in effect through the end of the Expense Limitation Period, and shall automatically renew for an additional one year period following the end of an Expense Limitation Period, unless sooner terminated as provided in Paragraph 5 of this Agreement.

This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Fund upon 60 days' written notice to the Adviser. This Agreement may not be terminated by the Adviser without the consent of the Board of Trustees of the Fund, which consent will not be unreasonably withheld, except that the Adviser at its election may terminate this Agreement without payment or penalty or consent effective upon the end of an Expense Limitation Period upon at least 60 days' written notice prior to the end of the Expense Limitation Period. This Agreement will automatically terminate if the Investment Management Agreement is terminated, with such termination effective upon the effective date of the Investment Management Agreement's termination. The termination of this Agreement shall not affect any obligation of a party that has accrued or is outstanding prior to such termination.

Any amendment to this Agreement must be approved by mutual written consent of the parties, including the consent of the Board of Trustees of the Fund.

For purposes of clarity, the parties acknowledge that a vote of the shareholders of the Fund is not required to amend or terminate this Agreement.

This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Fund's Declaration of Trust or Bylaws, each as in effect from time to time, or any applicable statutory or regulatory requirement, including without limitation any requirements under the Investment Company Act of 1940 (the "1940 Act"), to which it is subject or by which it is bound, or to relieve or deprive the Fund's Board of Trustees of its responsibility for or control of the conduct of the affairs of the Fund.

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from the terms and provisions of the Investment Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to the Investment Management Agreement.

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

This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof, provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.

This Agreement, including its appendices and schedules (each of which is incorporated herein and made a part hereof by these references), represents the entire agreement and understanding of the parties hereto, and shall supersede any prior agreements.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed

and attested by their duly authorized officers, all on the day and year first above written.

EDWARD JONES MONEY MARKET FUND PASSPORT RESEARCH, LTD.

(by its General Partner, Passport Holdings LLC)

By: /s/ Ryan Robson                                                   By: /s/ Michael Besmer

Print Name: Ryan Robson                                           Print Name: Michael Besmer

Title: President                                                           Title: Treasurer

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this 27 ^th day of January, 2017 by and between Edward Jones Money Market Fund (the “Trust”), a Massachusetts business trust, and Edward D. Jones & Co., L.P. (the “Distributor”) a Missouri limited partnership.

WHEREAS, the Trust is registered as an investment company with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and its shares of beneficial interest (“Shares”) are registered with the SEC under the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of Financial Industry Regulatory Authority, Inc. (“FINRA”); and

WHEREAS, the Trust wishes to retain the Distributor to serve as distributor of each portfolio of the Trust (each a “Fund” and collectively, the “Funds”) and for such additional Funds that the Trust may create, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and intending to be legally bound, the parties hereby agree as follows:

SECTION 1. APPOINTMENT

1.1 Principal Underwriter . The Trust hereby appoints Distributor as its principal underwriter and distributor of Shares of the Funds and to provide such other services in accordance with the terms set forth in this Agreement. Distributor accepts such appointment and agrees to furnish certain related services as set forth in this Agreement.

1.2 Direct Sales . Notwithstanding Distributor’s appointment as principal underwriter and distributor of Shares of the Funds, the Trust and each Fund reserve the right to make direct sales of Shares without sales charges consistent with the terms of the then current Prospectus, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. As used in this Agreement, the term, “Prospectus” means any prospectus, registration statement, statement of additional information, proxy solicitation, annual or other periodic report of the Trust or any Fund of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or its investment adviser or sub-adviser from time to time, as appropriate, including all amendments or supplements thereto and applicable law. Such other transactions may include, without limitation, transactions between the Trust or any Fund or class and its shareholders only; transactions involving the reorganization of the Trust or any Fund; and transactions involving the merger or combination of the Trust or any Fund with another corporation or trust.

SECTION 2. SOLICITATION OF SALES AND OTHER SERVICES

2.1 Solicitation of Sales . The Trust grants to Distributor the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states (“Blue Sky Laws”). Distributor will have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers which are members of FINRA and which are acting as introducing brokers pursuant to clearing agreements with Distributor; to broker-dealers which are members of FINRA and who have entered into selling agreements with Distributor; or through other financial intermediaries, in each case against orders therefore. In consideration of these rights granted to the Distributor, the Distributor agrees to use all reasonable efforts to secure purchasers for shares of the Trust; provided, however, that the Distributor will not be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The provisions of this paragraph do not obligate the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered or obligate the Distributor to sell any particular number of Shares. The Distributor will not direct remuneration from commissions paid by the Trust for portfolio securities transactions to a broker or dealer for promoting or selling Fund Shares. The Trust reserves the right to refuse at any time or times to sell any of its Shares for any reason deemed adequate by it. All orders through the Distributor will be subject to acceptance and confirmation by the Trust.

2.2 Other Services . Without limiting the foregoing, the Distributor will perform or supervise the performance by others of the additional services set forth herein, including those set forth in Schedule A, attached hereto.

SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations, Warranties and Covenants of the Trust . The Trust represents, warrants and covenants that:

(a)            it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;

(b)            this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent Trustees of the Trust: and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms;

(c)            it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner;

(d)            it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets;

(e)            it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate portfolio of the Trust;

(f)       it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC;

(g)       it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures;

(h)            each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading;

(i)              it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus;

(j)              it will provide the Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body;

(k)            it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and

(l)       in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

3.2        Representations, Warranties and Covenants of Distributor . Distributor hereby represents, warrants and covenants as follows:

(a)            it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

(b)            it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;

(c)        it is registered as a broker-dealer with the SEC under the 1934 Act and is a member of FINRA;

(d)            it shall not give any information or make any representations other than those contained in the current Prospectus filed with the SEC or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor’s use; and

(e)            it may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been prepared in accordance with applicable rules and regulations.

SECTION 4. REGISTRATION OF SHARES

The Trust agrees that it will take all action necessary to register Shares under the federal and state securities laws so that there will be available for sale the number of Shares the Distributor (and each financial intermediary, as applicable) may reasonably be expected to sell and to pay all fees associated with said registration. The Trust will make available to the Distributor such number of copies of its Prospectus as the Distributor may reasonably request. The Trust will 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 Shares of the Trust.

SECTION 5. AGREEMENTS WITH FINANCIAL INTERMEDIARIES

The Distributor will have the right to enter into agreements with financial intermediaries of its choice for the sale of Shares and to fix therein the portion of the sales charge, if any, that may be allocated to the financial intermediaries on such terms and conditions as the Distributor will deem necessary or appropriate. Shares sold to financial intermediaries will be for resale by such intermediaries only at the public offering price set forth in the applicable Prospectus or as otherwise permissible under the federal and state securities laws. With respect to financial intermediaries who are acting as brokers or dealers within the United States, the Distributor will offer and sell Shares, as agent for the Trust, only to such financial intermediaries who are members in good standing of FINRA. The Trust acknowledges that the Distributor may act as the Trust’s agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to financial intermediaries in accordance with arrangements between the Trust and such financial intermediaries.

SECTION 6. EXPENSES

6.1        Trust Expenses . The Trust will pay all fees and expenses (i) in connection with the preparation, setting in type and filing of any Prospectus under the 1933 Act and amendments for the issue of its Shares; (ii) in connection with the registration and qualification of Shares for sale in the various states in which the Board of Trustees of the Trust will determine advisable to qualify such Shares for sale (iii) of preparing, setting in type, printing and mailing any report or other communication to shareholders of the Trust in their capacity as such; and (iv) of preparing, setting in type, printing and mailing any Prospectus sent to existing shareholders.

6.2        Distributor Expenses . Distributor will pay all of its costs and expenses (other than expenses and costs deemed payable by the Funds and other than expenses which one or more dealers may bear pursuant to any agreement with Distributor) incurred by it in connection with the performance of its distribution duties hereunder.

SECTION 7. COMPENSATION

7.1        Compensation to Distributor . As compensation for providing the services under this Agreement, the Distributor will receive from the Trust:

(a)            all distribution and service fees, as applicable, at the rate and under the terms and conditions set forth in each Fund’s distribution plan established pursuant to Rule 12b-1 under the 1940 Act (each, a “Distribution Plan”) and/or shareholder services and similar plans applicable to the appropriate class of shares of each Fund, as such plans may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose;

(b)            all front-end sales charges, if any, on purchases of Shares of each Fund sold subject to such charges as described in the Trust’s Prospectus, as amended from time to time. The Distributor, or brokers, dealers and other financial institutions and intermediaries that have entered into sub-distribution agreements with the Distributor, may collect the gross proceeds derived from the sale of such Shares, remit the net asset value thereof to the Trust upon receipt of the proceeds and retain the applicable sales charge; and

(c)       all contingent deferred sales charges (“CDSC”), if any, applied on redemptions of Shares subject to such charges on the terms and subject to such waivers as are described in the Trust’s Prospectus, or as otherwise required pursuant to applicable law.

7.2 Payments to Financial Intermediaries . The Distributor may re-allow any or all of the distribution or service fees, front-end sales charges and CDSCs that it is paid by the Trust to such brokers, dealers and other financial institutions and intermediaries as the Distributor may from time to time determine.

7.3 Commissions . Distributor may participate directly or indirectly in brokerage commissions or “spreads” for transactions in portfolio securities of the Trust that are bought or sold through Distributor.

SECTION 8. INDEMNIFICATION; CONTRIBUTION; LIMITATION OF LIABILITY

8.1        Indemnification of Distributor . The Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Distributor Indemnified Parties may become subject, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any document incorporated by reference therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the Trust with respect to the securities covered by the Prospectus (the “Covered Documents”) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by the Trust’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, and will reimburse the Distributor for any legal or other expenses reasonably incurred by the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Trust by the Distributor expressly for use therein. In no case is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its shareholders to which the Distributor otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

8.2        Indemnification of the Trust . Distributor will indemnify and hold harmless the Trust, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject, to the extent, and only to such extent, that such losses, claims, damages or liabilities (i) arise out of an untrue statement or alleged untrue statement of a material fact or omission or alleged omission therefrom of a material fact required to be stated in the Covered Documents or necessary to make the statements in the Covered Documents not misleading, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein, or (ii) are caused by the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

8.3        Indemnification Procedures .

(a)            If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an “Indemnified Party” and collectively, the “Indemnified Parties”), in respect of which indemnity may be sought against the other party hereto, such Indemnified Party shall promptly notify the indemnifying party in writing, and the indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.

(b)            Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party and the indemnifying party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or which may also result in a conflict of interest (in which case if such Indemnified Party notifies the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties.

(c)            No indemnifying party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d)            The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with the written consent of the indemnifying party, or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(e)            The obligations of the indemnifying party under this Section 8 shall be in addition to any liability that the indemnifying party may otherwise have.

8.4        Contribution . If the indemnification provided for in this Section 8 is insufficient or unavailable to any Indemnified Party under this Section 8 in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Trust on the one hand and the Distributor on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under Section 8.3(a), above, then each indemnifying party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Trust on the one hand and the Distributor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Trust on the one hand and the Distributor on the other shall be deemed to be in the same proportion as the amount of gross proceeds received by the Trust from the offering of the Shares under this Agreement (expressed in dollars) bears to the net profits received by the Distributor under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Trust on the one hand or the Distributor on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Trust and the Distributor agree that it would not be just and equitable if contributions pursuant to this Section 8.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8.5        Consequential Damages . In no event and under no circumstances will either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential damages for any act or failure to act under any provision of this Agreement.

8.6        Limitation of Liability . A copy of the Amended and Restated Declaration of Trust establishing the Trust is on file in the Office of the Secretary of Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust.

SECTION 9. TERM AND TERMINATION

This Agreement will be effective upon its execution, and, unless terminated as provided, will continue in force for two years and thereafter from year to year, provided that such annual continuance is approved by either (i) the vote of a majority of the Trustees of the Trust, or the vote of a majority of the outstanding voting securities of the Trust and (ii) the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or the Trust’s distribution plan(s) or interested persons of any such party (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on the approval. This Agreement may be terminated at any time without penalty by a vote of the Trustees; by vote of a majority of the outstanding voting securities of the Trust; or by the Distributor upon not less than sixty days prior written notice to the other party; and shall automatically terminate upon its assignment. As used in this paragraph the terms, “vote of a majority of the outstanding voting securities,” “assignment” and “interested person” will have the respective meanings specified in the 1940 Act. In the event the Trust gives notice of termination, all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor service provider, and all trailing expenses incurred by Distributor, will be borne by the Trust.

SECTION 10. MISCELLANEOUS

10.1        Records . The books and records pertaining to the Trust, which are in the possession or under the control of Distributor, will be the property of the Trust. Such books and records will be prepared and maintained as required under the 1940 Act and other applicable securities laws, rules and regulations. The Trust and its authorized persons will have access to such books and records at all times during the Distributor’s normal business hours. Upon the reasonable request of the Trust, the Distributor will provide copies of such books and records to the Trust or its authorized persons, at the Trust’s expense.

10.2        Independent Contractor . The Distributor will undertake and discharge its obligations hereunder as an independent contractor. Neither Distributor nor any of its officers, directors, employees or representatives is or will be an employee of a Fund in connection with the performance of Distributor’s duties hereunder. Distributor will be responsible for its own conduct and the employment, control, compensation and conduct of its agents and employees, and for any injury to such agents or employees or to others through its agents and employees. Any obligations of Distributor hereunder may be performed by one or more third parties or affiliates of Distributor.

10.3        Notices . All notices provided for or permitted under this Agreement will be deemed effective upon receipt, and will be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below. Notices to the Distributor will be sent to the attention of: General Counsel, Edward D. Jones & Co., L.P. , 12555 Manchester Road, St. Louis, MO 63131. Notices to the Trust will be sent to the attention of: General Counsel, Edward Jones Money Market Fund, 12555 Manchester Road, St. Louis, MO 63131.

10.4        Dispute Resolution . Whenever either party desires to institute legal proceedings against the other party concerning this Agreement, it will provide written notice to that effect to such other party. The party providing such notice will refrain from instituting said legal proceedings for a period of thirty (30) days following the date of provision of such notice. During such period, the parties will attempt in good faith to amicably resolve their dispute by negotiation among their executive officers.

10.5        Entire Agreement: Amendments . This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be amended or waived only by an instrument in writing signed by the party against which enforcement of such amendment or waiver is sought.

10.6        Non-Solicitation . During the term of this Agreement and for a period of one (1) year afterward, the Trust will not recruit, solicit, employ or engage, for the Trust or any other person, any of the Distributor’s employees.

10.7        Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Missouri without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the State of Missouri, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1940 Act, the latter will control.

10.8        Counterparts . This Agreement may be executed in two or more counterparts, all of which will constitute one and the same instrument. Each such counterpart will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement will be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original, scanned or facsimile signatures of each of the parties.

10.9        Force Majeure . No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

10.10 Severability . Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination will have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement will be enforceable as so modified.

10.11        Confidential Information .

(a)            The Distributor and the Trust (in such capacity, the “Receiving Party”) acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined) provided by the Distributor and the Trust (in such capacity, the “Disclosing Party”) in connection with this Agreement. The Receiving Party will not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than (a) those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or (b) with respect to the Distributor as a Receiving Party, to those employees, agents, contractors, subcontractors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) will take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (b) will not use the Disclosing Party’s Confidential Information, or authorize other Persons to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps will in no event be less than a reasonable standard of care.

(b)            The term “Confidential Information,” as used herein, will mean all business strategies, plans and procedures, proprietary information, methodologies, data and trade secrets, and other confidential information and materials (including, without limitation, any non-public personal information as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.

(c)            The provisions of this Section 10.11 respecting Confidential Information will not apply to the extent, but only to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party will advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

(d)            The Receiving Party will advise its employees, agents, contractors, subcontractors and licensees, and will require its agents and affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Party’s obligations of confidentiality and non-use under this Section 10.11 , and will be responsible for ensuring compliance by its and its affiliates’ employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party will require all persons that are provided access to the Disclosing Party’s Confidential Information, other than the Receiving Party’s accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 10.11 . The Receiving Party will promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information by such persons.

(e)            Upon the Disclosing Party’s written request following the termination of this Agreement, the Receiving Party promptly will return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one copy of each item of the Disclosing Party’s Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law, and (b) the Distributor will have no obligation to return or destroy Confidential Information of the Trust that resides in save tapes of Distributor; provided, however, that in either case all such Confidential Information retained by the Receiving Party will remain subject to the provisions of Section 10.11 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party will certify in writing its compliance with the provisions of this paragraph.

10.12 Use of Name .

(a)            The Trust will not use the name of the Distributor, or any of its affiliates, in any Prospectus, sales literature, and other material relating to the Trust in any manner without the prior written consent of the Distributor (which will not be unreasonably withheld); provided, however, that the Distributor hereby approves all lawful uses of the names of the Distributor and its affiliates in the Prospectus of the Trust and in all other materials which merely refer in accurate terms to their appointment hereunder or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

(b)            Neither the Distributor nor any of its affiliates will use the name of the Trust in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Trust (which will not be unreasonably withheld); provided, however, that the Trust and each Fund hereby approves all lawful uses of its name in any required regulatory filings of the Distributor which merely refer in accurate terms to the appointment of the Distributor hereunder, or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

10.13 Insurance . The Distributor agrees to maintain liability insurance coverage which is, in scope and amount, consistent with coverage customary in the industry for distribution activities similar to the distribution activities provided to the Trust hereunder. The Distributor will notify the Trust upon receipt of any notice of material, adverse change in the terms or provisions of its insurance coverage that may materially and adversely affect the Trust’s rights hereunder. Such notification will include the date of change and the reason or reasons therefore. The Distributor will notify the Trust of any material claims against it, whether or not covered by insurance that may materially and adversely affect the Trust’s rights hereunder.

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IN WITNESS WHEREOF, the Trust and Distributor have each duly executed this Agreement, as of the day and year above written.

EDWARD JONES MONEY MARKET FUND EDWARD D. JONES & CO., L.P. (by its General Partner, EDJ Holding Company, Inc.)

By: /s/ Ryan Robson                                                     By: /s/ Kevin D. Bastien

Name: Ryan Robson                                                     Name: Kevin D. Bastien

Title: President                                                              Title: Treasurer

Signature Page to Distribution Agreement

SCHEDULE A

List of Services

Distribution Services, Shareholder Services, Administrative Services

Industry Agreement Services

FINRA Review

Execution Copy

C US T OD IA N AGREEME N T

This Agree m ent (this “ Agreeme n t ”) is made as of January 27, 2017 (the “Effective Date”), Edward Jones Money Market Fund (the “ Fun d ”) and S TATE S T R EET BAN K A N D TRUS T CO M PA NY , a Massachusetts trust co m p a ny (the “ Custodian ”).

W I T NES S E TH:

W HE R EA S , the Fund desires for the Custodian to provide certain custodial services relating to securities and other asset s o f th e Fund ; and

W HE R EA S , t he Custodian is willing to provide t h e services upon the terms contained in this Agree m ent;

S E C TION 1. D EFINITIONS . In addition to ter m s defined els e wh e re in this Agree m ent, (a) ter m s de f ined in t h e UCC have the sa m e m eanings herein as therein a n d (b) the f o llowing other ter m s have the following m eanings for purposes of this Agree m ent:

“ 194 0 Ac t ” m eans the Invest m ent Company Act of 1940, as a m ended from ti m e to ti m e.

“ Boar d ” m e ans, in r e lation to the Fu n d, the b o ard of directors, trust ee s o r othe r governing body of the Fund.

“ Client Publications ” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers

“ Deposit Account Agreemen t ” m eans the Deposit Account A g ree m ent and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com” .

“ Domestic s ecuritie s ” m eans sec u rities held within the United States.

“ Foreign securities ” means securities held primarily outside the United States.

“ Governmental Authority ” means any governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality, thereof, whether foreign, federal, state, provincial or local or any arbitral body or panel, including any quasi-governmental entity with competent jurisdiction, including any self-regulatory organization.

“ Held outside of the United States ” means not held within the United States.

“ Held w ithin the Unit e d State s ” means ( a ) in rel a tion to a secu r ity o r other f ina n cial asset, the se curity or o t her f inancial asset (i) is a ce r ti f ic a t e d secu r ity r egistered in the na m e of the Custodian or its sub-custodian, agent or no m i n ee or is endorsed to t h e Custodian or its sub- custodian, agent or nominee or in blank and the s ecurity ce r ti f icate is lo c ated within the United States, (ii) is an uncertificated s e c u rity o r oth e r f inanci a l asset regi s t e red in the n a m e of the Custodian or its sub-custodian, agent or no m inee at an office located in t h e United States, or (iii) has given rise to a sec u rity entitlement of w h i c h the Cust o dian or its sub-custodian , agen t or no m inee is the entitle m ent hold e r against a U.S. Securities Sy s tem or another securities int e r m ediary f or which the secu r ities int e r m ediary’s j u ris d iction is wit h in the United States, and in relation to cash, the cash is m aintained in a deposit account deno m i nate d i n U.S . dollars with the banking depart m ent of t h e Custodia n o r wit h anothe r b a n k o r trus t co m p any’ s office located in t h e United St a tes.

“ Investmen t Adviso r ” m eans, in relation to a Port fo lio, the investment m anager or invest m e n t adviso r o f th e Portfolio.

“ On book currency ” m eans (a) U. S . dollars o r (b) a for e ign curre n cy that, when cre d ited to a deposit account of a custo m er maintained in the banking depar t m ent of the Custodian or an Eligible Foreign Custodian, the Custodian m aintains on its books as an a m ount owing as a lia b ility by the Custodi a n to the c u sto m er.

“ Portf o li o ” m eans a series of the Fund, which is a series organization .

“ Portf o lio Interest s ” m eans beneficial i n terests in a Portfoli o .

“ Proper Instruction s ” m eans instructions in a ccordance with Secti o n 9 rec e ived by the Custodian from the Board, the Fund, the Fund’s Invest m ent Adv i sor, or an individual or organization duly authorized by the Board, the Fund or the Invest m ent Advi s or. The term includes standing instructions.

“ SEC ” m e a ns the U.S. Securities and Exchange Com m ission.

“ S e rie s org a nization ” m ean s a n organ i zatio n that , pursuan t t o t h e statut e unde r whic h the organizatio n i s organized , ha s th e foll o win g charac t eristics : (a ) th e organi c r e cor d o f th e o r ganization provide s f o r creatio n b y t he organizatio n o f on e o r m o r e serie s (howeve r d en o m inated ) wit h respect t o specifie d proper t y o f t he organization , an d pr o v ide s fo r rec o rd s t o b e m aintaine d fo r e ac h series tha t identif y th e proper t y o f o r associate d wit h th e series , (b ) de b t incurre d o r existin g wit h respec t to th e activitie s of , o r propert y o f o r associate d wit h a particula r serie s i s enforceabl e agains t the proper t y o f o r associate d wit h th e ser i e s on l y , an d no t agains t th e proper t y o f o r associate d wit h the organizatio n o r o f othe r serie s o f th e organization , an d (c ) deb t i n curre d o r e x istin g wit h r e spec t to th e activitie s o r proper t y o f th e organizatio n i s enforceabl e agains t th e proper t y o f th e organization onl y , a n d no t agains t th e proper t y o f o r associate d wit h an y serie s o f th e orga n ization.

“ UC C ” m ean s th e Unifor m C o m m ercia l Cod e o f t h e Com m onwealt h o f Massachusett s a s in effect from ti m e to ti m e.

“ Underlying Portfolios ” m eans a group of invest m ent co m p a nies as defined in Section 12(d)(1)(F) of the 1940 Act.

“ Underlying Shares” m e ans shares or other securit i es, issued by a U.S. issuer, of Underlying Portfolios and other reg i stered “invest m ent companies” (as defined in S ection 3(a)(1) of the 1940 Act), whether or not in the sa m e “ g roup of invest m ent co m p anies” (as defined in Sectio n 12(d)(1)(G)(ii ) o f th e 194 0 Act).

“ Underlying Transfer A gent ” m eans State Street Bank and T rust Co m pany or such other organization which m ay from t i m e to ti m e be app o inted by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.