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PROPRIETARY & CONFIDENTIAL

ALADDIN SERVICES AGREEMENT

This ALADDIN SERVICES AGREEMENT (the “Agreement”) is made as of August 5, 2024 (“Effective Date”) between BlackRock Financial Management, Inc. (“BlackRock”) and the State of North Dakota acting through its Retirement and Investment Office (“Client”).

WHEREAS, Client wishes to engage BlackRock to provide its proprietary Aladdin® trading, portfolio management and risk reporting system (the “Aladdin System” or “Aladdin”) in support of the Retirement and Investment Office of Client;

Whereas, Client issued a request for proposal (“RFP”) for Client’s trading and portfolio management system project and BlackRock submitted a response which, to the best of BlackRock’s knowledge, was accurate and complete based upon BlackRock’s understanding of the RFP questions and requests;

NOW, THEREFORE, the parties agree as follows:

1. Scope and Use of Aladdin System and Services.

(a) (i) Scope of Services. During the Term of this Agreement, BlackRock will provide Client with the services described herein (the “Services”), including:

(1) assistance in implementing the Aladdin System as described in Schedule B (the “Implementation Services”);

(2) delivery of the Aladdin System functionality as described in Schedule A;

(3) delivery of the ongoing Aladdin Services as described in Schedule C,

(4) delivery of the “Data Support Services” as described in Schedule N, in each case, subject to the terms and conditions herein.

(ii) Commencement of Services.

(1) The Implementation Services shall begin promptly after the Effective Date (or such other date mutually agreed to by the parties) (such date, the “Implementation Commencement Date”).

(2) The date upon which the Aladdin acceptance criteria have been satisfied (as provided for in Schedule B) is the “Aladdin Services Commencement Date”.

(3) The date upon which Client accepts the completion of the Data Support Services implementation (as provided for in Schedule N) shall be the “DSS Services Commencement Date”.

(iii) Performance of Services. BlackRock shall provide the Services in a professional and workmanlike manner and in accordance with the standards expected of a leading provider of financial technology services, using BlackRock Personnel with appropriate levels of knowledge and skill for the provision of the Services.

(b) Improvements. BlackRock will provide Client with improvements in the Aladdin System and Services at no additional charge as and when it makes such improvements generally available at no additional charge to its similarly situated Aladdin clients, to the extent that such improvements are relevant to Client.

(c) Service Level Standards. The Service Level Standards set forth in Schedule D describe the manner in which BlackRock shall provide the Aladdin System and the Services. If BlackRock fails to meet any critical Service Levels identified in Schedule D-1, then Client may recover the applicable service Level Credits in accordance with the provisions of Schedule D-1 as a credit against the Fees that it has paid (or that are payable) under this Agreement.

(d) Client Data. Client shall provide the Client Data necessary for BlackRock to provide the Aladdin System and Services. “Client Data” means:

(i) any data provided by Client for loading into the Aladdin System,

(ii) any data maintained by Client directly within the Aladdin System, and

(iii) any other data, provided by or on behalf of Client, whether directly or indirectly, including information as provided by Client’s custodian(s) or other relevant third party provider for use within the Aladdin System, including the data specified in Schedule C such as positions, prices, benchmarks, security master data, compliance data, and research data.

Client acknowledges and agrees that Client Data is required for the provision and use of the Aladdin System and Services and failure by BlackRock to receive Client Data on a timely basis (or at all) may affect BlackRock’s ability to provide the Aladdin System and Services.

For the avoidance of doubt, BlackRock does not require and does not expect to receive any Personal Information relating to Client’s customers in connection with the provision of the Aladdin System and Services under this Agreement, and Client and its Client Users shall not provide Personal Information relating to Client’s customers to BlackRock (or its affiliates) for the provision of the Aladdin System or Services, in each case, unless specified in a Product Privacy Summary relating to the Aladdin System and Services covered under this Agreement. However, both parties may process a limited amount of Personal Information (such as names, business email addresses and business telephone numbers) of personnel of the other party and Client’s customers solely in accordance with the applicable Product Privacy Summary. In any event, each party shall process Personal Information of the other party in relation to the Aladdin System and Services covered under the Agreement in accordance with Schedule L (BlackRock Personal Information Terms).

(e) Third Party Data.

(i) Client acknowledges and agrees that Certain Third Party Data are required to use and provide the Aladdin System and Services and failure by BlackRock to receive Third Party Data on a timely basis (or at all) may affect BlackRock’s ability to provide the Aladdin System and Services. “Third Party Data” means any data obtained from third parties that are not proprietary to Client or BlackRock (or its affiliates), whether made available to Client pursuant to BlackRock’s or its affiliates’ redistribution agreement with Third Party Data providers or pursuant to Client’s agreements with Third Party Data providers.

Notwithstanding anything to the contrary herein, Client’s use of Third Party Data may be subject to additional fees and other terms set by the applicable Third Party Data provider, as described herein and in Schedule F.

(ii) Client, on behalf of itself and all Client Users, shall be responsible for complying with Schedule F and paying any Third Party Data fees as well as for entering into any separate agreements with Third Party Data providers as they may require for use of Third Party Data as part of the Aladdin System or Services.

BlackRock will advise Client in the event that any such passthrough Third Party Data fees or any separate agreements with Third Party Data providers are required, and BlackRock will passthrough any such Third Party Data fees without markup by BlackRock. For the avoidance of doubt, direct agreements with Third Party Data providers will be required for use of Third Party Data by Client outside of the Aladdin System or Services.

(iii) BlackRock shall make reasonable efforts to facilitate Client’s arrangements with any such Third Party Data providers. All Third Party Data is obtained on a commercially reasonable efforts basis only and BlackRock does not guarantee the continuing availability of any particular source of Third Party Data. If requested by a Third Party Data provider, BlackRock may be required to suspend or cease providing the Third Party Data to Client. In such cases, BlackRock will give Client as much notice as reasonably possible thereof.

(f) Client Access Requirements. Client will provide the hardware, software, and network connectivity necessary for Client Users to access and use the Aladdin System and Services. Current requirements as of the Effective Date are set forth in Schedule O and are available upon request thereafter. All access to and use of the Services will be subject to the limitations set forth in this Agreement (and Schedule A), including limitations on the number and identity of Client Users and limitations applicable to Third Party Data (see Schedule F).

(g) Permitted Use of the Aladdin System and Services.

(i) Use of the Aladdin System Services shall be for Client’s and Client Users’ internal business purposes only in support of the business described in the introductory paragraph of this Agreement and only in the Permitted Locations specified in Schedule D. Only Client Users, as specified in Schedule A, shall be permitted to access the Aladdin System and Services, and in each case only the Components (as defined in Schedule A) for which they are authorized Client Users. Client shall be responsible for the actions or inactions of or any use of the Aladdin System and the Services by Client Users and/or any of its personnel, including any breach by any Client User (or other personnel) of the terms of this Agreement applicable to Client or Client Users.

(ii) Client (including its Client Users) shall not

(1) sell, lease, sublicense, copy or provide or otherwise make available in any manner the Aladdin System or Services, or any output from the Aladdin System or Services (excluding Client Data), to any third party, directly or indirectly, except as expressly permitted in this Agreement, or

(2) reverse engineer or otherwise use the Aladdin System or Services or any of BlackRock’s proprietary models and methodologies (or any related documentation) in any way to develop, test, enhance, or calibrate, on behalf of itself or for any other party, any models, system or services.

(iii) Notwithstanding the foregoing, in the ordinary course of its business, Client (including its Client Users) shall be permitted to (subject in each case to the conditions set forth in Section 1(g)(iv) below):

(1) use Portfolio-Level Output and Security-Level Output from the Aladdin System or Services in generating reports for internal circulation within Client (such internal distribution may not be used, however, to circumvent limitations on the number of Client Users);

(2) provide Portfolio-Level Output and key Security-Level Output (e.g. top holdings) from the Aladdin System and Services to its customers and prospective customers (to the extent that such Aladdin System output relates to Portfolios being processed by the Aladdin System relevant for a particular customer or prospective customer), so long as the provision of such materials is not for a fee and is only an incidental component of the service provided by Client to such customers or prospective customers; and

(3) provide output from the Aladdin System or Services to its auditors, legal counsel and regulators, in each case, as required by law, rule, or practice and solely with respect to the business described in the introductory paragraph of this Agreement.

For the avoidance of doubt, subject to the conditions set forth in Section 1(g)(iv) below, the above shall not restrict Client’s rights of use with respect to any Client Data that may be included in output from the Aladdin System and Services.

For purposes of this Agreement, (x) “Portfolio-Level Output” means analytical data output from the Aladdin System or the Services at a portfolio-level, account-level or aggregated-level with respect to Client’s Portfolios maintained on the Aladdin System, and (y) “Security-Level Output” means analytical data output from the Aladdin System or the Services with respect to any individual security or fund.

At BlackRock’s request, Client shall provide BlackRock indicative copies of its materials that include any such output and are provided to its customers or prospective customers.

(iv) With respect to Client’s, and/or its Client Users’ use and/or provision of output from the Aladdin System or Services (including as permitted in Section 1(g)(iii) above), Client, on behalf of itself and all Client Users, understands and agrees that neither Client nor any Client User will hold out or represent (i) that BlackRock (or any of its affiliates) is serving as an investment adviser or fiduciary or providing any investment advice or making any recommendations or suitability determinations to any person (including to Client, Client Users, or their respective customers or prospective customers), or (ii) that any information, calculations, advice or recommendations given to or used by, as applicable, Client, Client Users, their respective customers or prospective customers or any other third parties are approved or validated by or otherwise attributable to the Aladdin System or Services or BlackRock (or any of its affiliates). Furthermore, Client, on behalf of itself and all Client Users, understands and agrees that Client is solely responsible for (1) independent review and verification of the accuracy, content and underlying assumptions of any data or calculations derived, extracted or otherwise exported from the Aladdin System or Services and determination of the suitability of such output for Client’s purposes with a view to supporting Client’s regulatory or other supervisory purposes, (2) performance of Client’s own internal review and control processes and reconciliation of differences in approach between BlackRock’s calculations and Client’s own methodology, (3) adoption of such output as Client’s own information, without any attribution of such output to the Aladdin System, Services BlackRock or any affiliate of BlackRock, (4) interpretation of and compliance with any of Client’s regulatory, supervisory or other requirements, (5) ensuring that Client has the requisite rights or permissions from the applicable Third Party Data providers for use of any Third Party Data that is included in such output and (6) the use of and acts and omissions of all recipients with respect to any such output (including Client, all Client Users, their respective customers and prospective customers or any other third parties).

(v) To the extent that the Aladdin System supports or facilitates the provision of output from the Aladdin System or Services, either directly or through a third party, on an automated basis to Client’s regulators or other supervisory authorities, Client shall be responsible for independently confirming the accuracy, completeness, and content of such output as well as the receipt of such output by Client’s regulators or other supervisory authorities. In the event that a third party is utilized for transmission or delivery of such output, Client may be required to enter into and maintain agreements directly with such third party provider, and, in any event, BlackRock shall have no liability for the acts or omissions of such third party provider.

(h) Disaster Recovery and Business Continuity.

(i) BlackRock will maintain such disaster recovery and business continuity capabilities as are commercially reasonable and appropriate to maximize availability of the Aladdin System and Services in the event of a disaster. An outline of BlackRock’s current business continuity program and disaster recovery plan for the Aladdin System and Services is attached as Schedule G (Business Continuity Program/Disaster Recovery Plan). BlackRock will not alter its disaster recovery plan or business continuity program in such a way that degrades the level of protection in any material respect with respect to the Aladdin System and Services without Client’s written approval.

(ii) The disaster recovery policy and business continuity program implemented under this Section 1(h) shall:

(1) set out BlackRock’s procedures for addressing problems arising in relation to the provision of the Aladdin System and Services in the event of a disaster or other business continuity event (as applicable);

and

(2) be designed for BlackRock to be able to continue to perform its obligations under Agreement as soon as reasonably practicable in the event of disruptions to the normal performance of BlackRock’s obligations under the Agreement in the event of a disaster or other business continuity event (as applicable).

(iii) As part of the annual audit pursuant to Section 28 below, Client shall be permitted to review the content of the disaster recovery plan for the Aladdin System with BlackRock once each year on site at BlackRock’s facilities. Client is also encouraged to participate in testing of the disaster recovery plan with respect to such the Aladdin System, which shall take place once each year, and upon request, BlackRock shall provide Client with a summary report(s) of the results of any such annual disaster recovery testing, which reports shall be treated as BlackRock’s Confidential Information, provided that BlackRock acknowledges a portion of such reports may be required to be disclosed under North Dakota Century Code (N.D.C.C.) ch. 44-04 (the “North Dakota Public Records Law”) in accordance with the procedures set forth in Section 6(a)(iii) and (b) below.

(iv) The parties acknowledge that from time to time, quarantine or travel restrictions may be imposed by government authorities or by a party’s corporate policies and procedures in connection with health and safety issues, which may affect a party’s ability to perform its obligations hereunder on a timely and effective basis.

In such event, the parties agree to use commercially reasonable efforts to mitigate any negative effects caused by such restrictions, which may include working from remote access locations and conducting meetings through teleconference or WebEx or similar tools.

(i) Security.

(i) BlackRock will maintain security procedures that are commercially reasonable and appropriate to safeguard the security of the Aladdin System and Services and Client Confidential Information covered under the Agreement. These information security measures shall include, among other things, physical, technical and administrative safeguards designed to:

(1) ensure the security and confidentiality of Client Confidential Information,

(2) identify potential threats or hazards to the security or integrity of Client Confidential Information and protect against them,

(3) protect against unauthorized access to or use of Client Confidential Information, and

(4) ensure appropriate disposal of Client Confidential Information. A high level summary of BlackRock’s current security procedures with respect to the Aladdin System and Services is set forth in Schedule H (Summary Security Procedures). BlackRock will not alter its security procedures in such a way that degrades the level of protection in any material respect with respect to the Aladdin System, Services or Client Confidential Information without Client’s written approval.

(ii) Each party will not knowingly and intentionally insert, store, install or permit to be installed into the Aladdin System any viruses, time bomb, back door or other disabling or harmful device that could impact BlackRock’s (including its affiliates’) or Client’s systems, as applicable. Each party agrees to use industry accepted virus protection software or other industry accepted end point protection measures within BlackRock’s and Client’s technical environment, as applicable, to mitigate the risk of viruses from being incorporated into the Aladdin System.

(iii) Client shall be permitted to review documentation of BlackRock’s information security policies and procedures with BlackRock once each year on site at BlackRock’s facilities as part of the annual audit pursuant to Section 28 below. Upon request, BlackRock also shall provide to Client a copy of its annual Service Organization Controls Report (as defined below) pertaining to the provision of the Aladdin System and the Services, which reports shall be treated as BlackRock’s Confidential Information, provided that BlackRock acknowledges a portion of such reports may be required to be disclosed under the North Dakota Public Records Law in accordance with the procedures set forth in Section 6(a)(iii) and (b) below. For purposes of this Agreement, “Service Organization Controls Report” means the annual report(s) prepared by an independent third party on the internal controls relevant to the provisioning by BlackRock and/or its affiliates of the Aladdin System or Services, which shall be prepared in accordance with the American Institute of Certified Public Accountants’ Statement on Standards for Attestation Engagements (“SSAE”) No. 18, Attestation Standards:

Clarification and Recodification and the International Auditing and Assurance Standards Board’s International Standard on Assurance Engagements (ISAE) No. 3402, Assurance Reports on Controls at a Service Organization (or successor standard report).

(j) Security Breaches.

(i) If BlackRock confirms the existence of, or in good faith reasonably suspects there has been, an actual breach of security of Client’s Aladdin System or Services environment (including any compromise of any Client Data) or

(ii) either party confirms the existence of, or in good faith reasonably suspects there has been, an actual unauthorized access or disclosure of the Confidential Information of the other party (each a “Security Breach”), such party shall:

(1) unless otherwise prohibited by applicable law or regulation, notify the other party of that fact without undue delay (with such notice expected to be provided by the respective party within 48 hours of actual confirmation of a Security Breach or identification in good faith of a suspected Security Breach), together with:

(A) the nature of the Security Breach,

(B) the Client Data accessed or disclosed (if applicable),

(C) reasonable details of the Security Breach, which may include circumstances surrounding who accessed or disclosed and/or received such Client Data (if known), and

(D) any steps required to be taken to quarantine and/or mitigate the effects of the Security Breach, including any steps necessary to reduce the risk of any future breach of security of that same nature; and

(2) promptly address the relevant Security Breach and mitigate its effects and promptly take all steps as are reasonably necessary and reasonably practicable to prevent the reoccurrence of a breach of security of that same nature.

(k) Staffing.

(i) Client and BlackRock will each appoint an “Implementation Project Manager,” each of whom shall be invested with the right to coordinate, authorize, and approve the conduct of the Implementation Services and any agreed-upon modifications to the scope of the Services (such as modifications to functionality or service levels), which modifications shall be in writing through integrated change control process or an amendment to the Agreement. Further, BlackRock will provide individuals to meet the requirements and accomplish the work as stated in this Agreement including in the mutually agreed upon statement of work set forth in Schedule B (the “SOW”). Unless Client otherwise notifies BlackRock, Client’s Implementation Project Manager shall carry out Client’s administrative and management functions under this Agreement, shall be responsible for acceptance of the Implementation deliverables, and shall provide support and overall direction to BlackRock.

The Implementation Project Managers shall work closely together to ensure that the Implementation Services proceed smoothly and that the parties are working together with appropriate levels of cooperation, as required pursuant to Section 21. If, during the course of this Agreement, it becomes necessary for Client to change the person assigned as Client’s Implementation Project Manager, Client will notify BlackRock in writing, (including via e-mail). If, during the course of this Agreement, it becomes necessary for BlackRock to change the person assigned as BlackRock’s Implementation Project Manager, BlackRock will notify Client in writing (including via e-mail).

(ii) Client and BlackRock will also each appoint a “Relationship Manager” to oversee at a high level and to manage the parties’ overall long term relationship across the Agreement.

(iii) BlackRock shall seek to ensure that Implementation Project Manager and BlackRock’s Relationship Manager (collectively, the “Key Personnel”) it assigns to the project shall remain on the project for the duration of the term of this Agreement, provided that Client acknowledges and agrees that such Key Personnel may become unavailable as a result of (i) any such personnel’s illness, death or other personal circumstances or departure or removal from BlackRock’s or its affiliate's employment or (ii) any such personnel being promoted or entrusted with expanded overall responsibilities in accordance with his or her normal career progression within BlackRock. In the event that it becomes necessary to replace either of the Key Personnel, then BlackRock shall, to the extent practicable, provide Client with prompt notice (including by email) thereof and promptly replace such individual with a similarly qualified replacement.

Client may, request the replacement of either of Key Personnel if in Client’s reasonable opinion the Key Personnel in question has failed or is likely to fail to meet the requirements set out in the Agreement or is otherwise inappropriate or unsatisfactory. Following receipt of such request by Client, BlackRock and Client shall promptly discuss Client’s concerns or issues regarding the subject Key Personnel, and if the parties are unable to address Client’s concerns on a mutually satisfactory basis, BlackRock agrees to remove and replace such individual with a suitable replacement.

(iv) Details regarding the overall governance structure for the ongoing provision of the Services, including the specific responsibilities the Relationship Managers, are set out in Schedule I (Ongoing Governance).

(v) BlackRock shall conduct, or cause to be conducted, an appropriate background check on all employees of BlackRock and its Affiliates performing Services hereunder, upon each employee’s acceptance of an offer of employment, as described in Schedule M.

(vi) Client's working hours are Monday through Friday from 8:00 AM until 5:00 PM (CST or CDT) with one hour for lunch. Client’s Implementation Project Manager may approve alternate work schedules.

(vii) According to Client policy, Client personnel are only obligated to work a forty-hour work week, Monday through Friday, and are allowed reasonable vacation, sick and educational absences.

(viii) BlackRock’s personnel are not expected to work on North Dakota State holidays or other mandatory leave days.

2. Representations and Covenants.

(a) By Both Parties. Each party represents and covenants to the other that:

(i) the execution, delivery, and performance of this Agreement have been duly authorized;

(ii) its performance hereunder shall not conflict with any of its other obligations, whether arising by contract, operation of law, or otherwise;

(iii) this Agreement constitutes a valid and binding obligation; and

(iv) it is duly organized, validly existing, and in good standing in its jurisdiction of formation.

(b) By Client. Client, on behalf of itself and all Client Users, represents and covenants that:

(i) Client has all rights necessary to provide the Client Data and Third Party Data obtained pursuant to Client’s agreements with Third Party Data providers to BlackRock for the uses set forth herein,

(ii) Client will comply with the requirements set forth in Section 1(e) and Schedule F, and

(iii) in its use of the Services, Client will comply with all applicable laws, statutes, and regulations in all material respects.

(c) By BlackRock. BlackRock represents and covenants that:

(i) BlackRock has all rights necessary to provide the Services and Third Party Data obtained pursuant to BlackRock’s redistribution agreements with Third Party Data providers for the uses contemplated herein,

(ii) in its provision of the Services, BlackRock will comply with all applicable laws, statutes, and regulations in all material respects, and

(iii) the Aladdin System’s functionality will conform in all material respects with the specifications set forth in Schedule A. The covenant regarding rights to provide Third Party Data and permitted use of Third Party

Data in the previous sentence is expressly subject to Client’s representation and covenant in Section 2(b)(ii) above.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL OTHER WARRANTIES, EXPRESS

AND IMPLIED, ARE EXCLUDED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF

MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, ERROR‑FREE, OR UN‑INTERRUPTED

OPERATION COMPLETENESS, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE

EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED

WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM

PERMITTED UNDER SUCH LAW.

3. Risk Considerations. Client understands and agrees, on behalf of itself and all Client Users, that:

(a) the Aladdin System and Services risk and other analyses and outputs may rely on certain assumptions and judgments, such as with respect to the relationship among market risk factors and securities and other related financial instruments; such analyses and outputs, models, and methodologies, and related Aladdin System and/or Services functionality, are generally based on observations of past market behavior that may not hold true in the future; and such assumptions may not cover all aspects of, or risks inherent in, Client’s portfolios, accounts, investments, assets, funds, and calculation scenarios;

(b) not all securities or other financial instruments in its portfolios, accounts, investments, assets, and/or funds may lend themselves to explicit analytically derived risk measures and that BlackRock and its affiliates may not have procedures, methods, or models appropriate for risk and other analysis of certain types of securities and other related financial instruments;

(c) the Aladdin System and Services and the relevant risk and other analyses and outputs, including proxies utilized by BlackRock where Client Data and Third Party Data may be insufficient, are also dependent on the accuracy, validity, and integrity of the security master data and other data provided and/or maintained by Client (as part of the Client Data) on the Aladdin System or Services, as well as Third Party Data and other data used in the analyses and outputs. BlackRock will use its judgment and practices to model the portfolios, accounts, investments, assets, and/or funds and provide the Aladdin System and Services using the Client Data, Third Party Data, and other data. For portfolios, accounts, investments, assets, and/or funds for which Client provides the securities and other related financial instruments’ indicative data (see Section 1(d), above), BlackRock will depend solely on Client Data for its analyses and other output. As such, BlackRock’s and its affiliates’ risk and other analyses and outputs and calculations performed hereunder are based on information BlackRock and its affiliates deems to be reliable, but BlackRock and its affiliates cannot and does not guarantee their accuracy, validity, or completeness;

(d) significant professional disagreement exists regarding the accuracy and validity of these types of analyses, outputs, and methodologies, and that there is no assurance that the analyses, outputs and methodologies used by BlackRock or its affiliates or provided by BlackRock or its affiliates are or will be appropriate for Client or its portfolios, accounts, investments, assets, and/or funds;

(e) (i) BlackRock and its affiliates are not licensed to provide, are not being engaged to provide, and will not provide, financial planning or accounting, tax or legal advice or recommendations and the Aladdin System and Services should not be used as a substitute for consultation with professional accounting, tax, legal, or other appropriate advisers;

(ii) Client is solely responsible for interpreting and applying applicable laws and regulations that are the subject matter of the engagement, if any, as they pertain to Client’s businesses;

(iii) BlackRock and its affiliates do not warrant that the Aladdin System and/or Services (or any output from the Aladdin System or Services) will ensure Client’s compliance with such laws or regulations; and

(iv) BlackRock and its affiliates are not providing the Aladdin System or Services based on how BlackRock or its affiliates may interpret or apply such laws or regulations for its own internal legal and compliance purposes, and does not represent that the Aladdin Systems or Services are indicative of practices implemented at BlackRock or its affiliates in the past, present, or future;

(v) BlackRock’s and its affiliates’ responsibility in connection in respect of the Aladdin System and Services are only as set out in this Agreement, neither BlackRock nor its affiliates shall have any duties or responsibilities relating to the operation or administration of Client, and neither BlackRock nor its affiliates is serving as an investment advisor or fiduciary, or providing any financial planning, investment advice, or making any recommendations, suitability determinations, or soliciting any action to any of Client, Client Users, or their respective customers or prospective customers, including based on the analyses, outputs or Aladdin System and/or Services functionality provided by BlackRock hereunder or otherwise, and none of the information, analytics and/or output from or on the Aladdin System or Services is intended to serve as the sole or primary basis for any investment decision by Client, Client Users, or their respective customers or prospective customers;

(vi) Client will be solely responsible for any judgments as to valuation, hedging, or purchase or sale of its portfolios, accounts, investments, assets, funds, or any securities and other related financial instruments in which it transacts or advises, on behalf of itself, or its respective customers or prospective customers.

Accordingly, BlackRock and its affiliates will not be responsible nor have any liability for any actions or inactions of or conclusions drawn by Client, its affiliates, Client Users or their respective customers or prospective customers with respect to any matter, whether or not based to any extent on the Services;

(vii) the Aladdin System and Services are not intended to and do not operate as an official or regulatory recordkeeping system and as such Client is responsible for configuring and retaining all data, records and information that are interfaced or otherwise made available by BlackRock or its affiliates to Client for the purposes of any recordkeeping, including as may be required by the regulators of Client.

4. Fees. Client shall pay BlackRock fees for the Services and access to the Aladdin System to be calculated and payable as set forth in Schedule E, and subject to adjustment under certain specified circumstances as provided for therein (the “Fees”). Client shall reimburse BlackRock for reasonable out-of-pocket expenses, in accordance with Schedule E, which shall be listed as a separate line item on related invoices. If Client reasonably disputes all or a portion of the amount due on any invoice, Client shall pay any undisputed portion and notify BlackRock in writing of the nature and basis of the dispute within 30 days of receiving the invoice.

5. Intellectual Property Rights.

(a) This Agreement does not transfer or grant any rights in the intellectual property rights of either party or its respective affiliates, whether held now or arising hereafter, other than the limited rights of Client to use the Aladdin System and Services and of BlackRock and its affiliates to use the Client Data expressly set forth in this Agreement. All rights not expressly granted to Client herein are reserved by BlackRock and all rights not expressly granted to BlackRock (including its affiliates) by Client herein are reserved by Client. Client acknowledges and agrees, on behalf of itself and all Client Users, that, as between the parties, all intellectual property rights and other rights to any modifications, improvements, or enhancements of the Aladdin System and/or Services created in the course of the performance of the Agreement, shall vest exclusively in BlackRock.

(b) For the avoidance of doubt, (x) BlackRock retains all intellectual property rights in all outputs (excluding Client Data and Portfolio-Level Output (subject to (y) below) from the Aladdin Systems and Services and in all BlackRock Anonymized Data and (ii) Client retains all intellectual property rights in the Client Data and the Portfolio-Level Output (subject to the restrictions in Section 1(g) above).

6. Confidential Information. (a) (i) For purposes of this Agreement “Confidential Information” may include all information regarding this Agreement, the parties’ business and their subsidiaries and affiliates, any documents exchanged between the parties in connection with the Services, as well as all technology, know-how, financial models, model documentation, processes, trade secrets, contracts, proprietary information, historical or projected financial information, organizational or operating data, strategic or management plans, and customer information or lists, whether received before or after the date hereof. Confidential Information shall be kept in confidence by each of the parties hereto (including each party’s respective affiliates and personnel, including Client Users) to the extent permitted by applicable law and not disclosed to any third party except as permitted hereunder.

(ii) Each party may share the Confidential Information of the other party with its respective:

(1) affiliates, directors, and personnel, in each case, who have a need to know such information for the purposes of exercising rights or performing obligations under the Agreement; and

(2) accountants, internal and external auditors, and legal counsel, if and to the extent that each such persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to such party’s business, subject, in the case of both (1) and (2), to the requirements that (x) each such recipient is be bound by written (including contractual), statutory, or professional (as applicable) confidentiality obligations and restrictions against disclosure substantially equivalent to the terms of this Agreement and (y) each party shall be responsible for all disclosures to permitted recipients of the Confidential Information of the other party and its affiliates.

(iii) Notwithstanding the foregoing and use of industry standard security measures, neither party can guarantee to the other the security or integrity of information accessible through the internet against improper or unauthorized access. Notwithstanding the foregoing, BlackRock acknowledges that Client is a governmental entity subject to the North Dakota Public Records Law, acknowledges that Client must comply with such law, and acknowledges that Client may only prevent the release of information that Client determines, in its sole discretion, is protected under a specific exception to the North Dakota Public Records Law, and disclosures required by North Dakota Public Records Law shall not be a violation of this Section 6. Prior to making available to the public any Confidential Information, Client will use its reasonable best efforts to promptly notify BlackRock upon a receipt of a request for records pursuant to the North Dakota Public Records Law regarding this Agreement, and to the extent reasonably practicable, will give BlackRock the opportunity to seek a protective order, consistent with all applicable laws, rules, and regulations. Client agrees to reasonably cooperate with BlackRock in seeking such a protective order and agrees to discuss with BlackRock whether any Confidential Information requested may be considered exempt from disclosure under the laws of the State of North Dakota.

(iv) Further, Client, on behalf of itself and all Client Users, agrees that BlackRock and its affiliates may use Client’s Confidential Information in an anonymous and aggregated form, such that (1) neither Client nor its Client Users is disclosed or otherwise identified as the source of such data, and (2) no such data may be reverse engineered by any third party to recreate any of Client’s Confidential Information (such anonymized and aggregated data, “BlackRock Anonymized Data”), including (x) to improve and enhance the Aladdin System, Services, or other financial technology products and services offered by BlackRock and its affiliates (including to generate performance metrics with respect to BlackRock’s and its affiliates’ customers’ usage of the Aladdin System and Services), (y) to develop, offer, and/or provide new products and/or services (including developing new features, functionalities, algorithms, and models) and/or (z) for benchmarking, statistics, or research purposes (including with respect to the Aladdin System and Services).

(v) Notwithstanding anything to the contrary in Agreement, BlackRock may disclose Client’s Confidential Information to (i) Third Party Data providers solely in connection with and limited to the extent necessary for the respective Third Party Data provider to provide the respective Third Party Data for use in the Aladdin System and Services by Client and/or to calculate any corresponding fees with respect to such Third Party Data, and (ii), Client’s counterparties, and Client’s agents and other representatives (such as custodians), solely in connection with and limited to the extent necessary to facilitate the provision of the Aladdin System and Services to Client, and, in the case of both (i) and (ii), BlackRock shall not be responsible for the acts or omissions of such recipients of Client’s Confidential Information.

(b) The parties’ obligations concerning Confidential Information shall survive termination or expiration of this Agreement. These confidentiality obligations shall not apply to information (i) lawfully in the public domain, (ii) lawfully possessed by the recipient before disclosure by the other party, (iii) lawfully disclosed to a party by a third party without obligation of confidentiality, (iv) independently developed by a party without reference to the other party’s Confidential Information, or (v) information required to be disclosed pursuant to applicable law (subject to the disclosing party’s compliance with the requirements in Section 6(a)(iii) above and/or in the sentence below). If any disclosure is compelled by a court or other competent authority, or law, including North Dakota Public Records Law, the compelled party shall make reasonable efforts to allow the disclosing party to oppose and/or limit such disclosure. Disclosures described in the previous sentence shall not be a violation of this Section 6.

(c) Client and its Client Users may provide to BlackRock suggestions, comments, or other feedback (“Feedback”) with respect to the Aladdin System and Services. Client agrees that all Feedback is and shall be given entirely voluntarily. BlackRock shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit Feedback provided to it, without obligation or restriction of any kind on account of intellectual property rights or otherwise.

(d) Notwithstanding each party’s obligations under this Section 6, each party shall be permitted to retain copies of the Confidential Information of the other party as may be required by law, rule, or order. Furthermore, neither party shall be required to expunge Confidential Information of the other party that may be contained in archives, tapes or other materials retained pursuant to regular record keeping policies. To the extent that either party retains any Confidential Information of the other party, the obligations of this Section 6 shall continue to apply to such Confidential Information after termination or expiration of this Agreement.

7. Limitations on Liability. Except with respect to a party’s (x) fraud or other intentional or willful misconduct or

(y) infringement, misappropriation or violation of the other party’s intellectual property rights, in no event shall either party be liable for any incidental, consequential, exemplary, special, punitive, or indirect damages (including any type of damages for lost profits or business interruption, trading losses, or regulatory fines and penalties), regardless of whether such damages could have been foreseen or prevented. Except for loss to Client resulting from (1) BlackRock’s fraud or other intentional or willful misconduct, (2) BlackRock’s breach of its confidentiality obligations under the Agreement (other than with respect to Personal Information), or (3) damage to tangible property or personal injury caused by BlackRock which cannot be limited under NDCC 32-12.2-15(4) (including with respect to (3), any contractual or common law right to indemnity or contribution), BlackRock’s total liability, in the aggregate, shall not exceed twice the fees payable by Client to BlackRock during the three-month period immediately preceding the event giving rise to the liability.

8. Term. (a) The initial term of this Agreement will begin on the Effective Date and will expire on the fifth (5th) anniversary of the Aladdin Services Commencement Date (the “Initial Term”). Thereafter, this Agreement shall be renewed for (i) one 36-month renewal term (a “Renewal Term” ) unless Client provides written notice to BlackRock of its desire to avoid automatic renewal at least 6 months in advance of the expiration of the Initial Term and (ii) thereafter for two additional 36-month Renewal Terms unless either party provides written notice to the other party of its desire to avoid automatic renewal at least 6 months in advance of the expiration of the then-current Renewal term (with all such Renewal Terms in (i) and (ii) together with Initial Term, the “Term”).

(b) After completion of the Initial Term and all Renewal Terms, Client and BlackRock may renegotiate the pricing and Term of this Agreement, and any such new pricing and Term shall be mutually agreed upon by the parties and executed in writing. If, during the Initial Term, Client determines a realignment of the Term is needed (e.g., to align with Client’s fiscal biennium), the parties may mutually agree, in writing, to a new Term with a termination date not to exceed the total available length of Agreement as forth in Section 8(a) above.

(c) Either party shall have the right to terminate this Agreement before its expiration date if the other party commits a material breach of its obligations that remains uncured more than 30 days after a written notice specifying in detail the nature of such breach.

(d) Notwithstanding the foregoing, either party may, upon reasonable advance written notice to the other party, terminate this Agreement under any of the following conditions:

(1) If Client is unable to secure funding from federal, state, or other sources and such funding is not obtained and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

For the avoidance of doubt, Client hereby acknowledges that as of the Effective Date Client has received funding approval with respect to the Fees applicable to the Initial Term of this Agreement.

(2) If federal or state laws or rules are modified or interpreted in a way that, with respect to Client, the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement.

(3) If any BlackRock license, permit, or certificate required by law or rule, or by the terms of this Agreement, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Agreement under this subsection is without prejudice to any obligations or liabilities of either party already accrued prior to termination.

(e) Termination Assistance.

(i) In connection with the termination of the Agreement for any reason, upon request (in accordance with Section 8(e)(ii) below), BlackRock shall provide to Client termination assistance as described below in order to facilitate an orderly termination of the Services (the “Termination Assistance”) covered under the Agreement. During a Termination Assistance period not to exceed six (6) months (or such longer period as may be agreed by the parties in writing) following the termination of the Agreement (the “Termination Assistance Period”), such Termination Assistance will be limited to the provision to Client of:

(1) upon Client’s request, the continued provision of the Services provided under the Agreement; and

(2) upon Client’s request, provision to Client of Client Data comprised of: (i) then-current portfolio and holdings data, (ii) compliance rule data, (iii) a list of Third Party Data interfaces, in a reasonable format mutually agreed by the parties at the point in time that Client requests that Client Data (the “Termination Assistance Services”).

(ii) In the event that Client wishes to receive Termination Assistance Services, Client will provide BlackRock with 30 days’ written notice prior to the scheduled termination of the Agreement, which notice will include the specified period of requested Termination Assistance Services (e.g., 1 month, 3 months, 6 months, other agreed upon time period). Client may request an extension to the Termination Assistance Period, on written notice to BlackRock at least thirty (30) days prior to the expiration of the then current Termination Assistance Period, subject to the maximum period set forth in Section 8(e)(i) above.

(iii) The parties agree that the terms and conditions of this Agreement, including, the Fees and payment obligations hereunder, shall govern the provision of the Services during any Termination Assistance Period. If any such Termination Assistance Services require resources in addition to those being used by BlackRock under the Agreement, Client shall pay BlackRock therefor on a mutually acceptable basis.

(iv) Client agrees that BlackRock shall not be required to provide Client with Termination Assistance Services if Client is in material uncured breach of the Agreement that is not in dispute by Client (including, without limitation, for failure to pay outstanding Fees hereunder).