Common use of Compensation and Allocation of Expenses Clause in Contracts

Compensation and Allocation of Expenses. (a) As compensation for services rendered by BNY Mellon during the term of this Agreement, BNY Mellon will be paid a fee or fees as set forth on Schedule B attached hereto and made a part hereof. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors of the Company who are not affiliated with BNY Mellon; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (d) The Company acknowledges that the fees that BNY Mellon charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon charges, and in consideration of those fees, the Company agrees to the stated allocation risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for FDISG may from time to time employ or associate with itself such person or persons as FDISG may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers or employees of FDISG. The compensation of such person or persons shall be paid a fee or fees as set forth by FDISG and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses which may be incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; salaries or fees of Officers or Directors of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (c) For the services to be rendered, the facilities to be furnished and the payments to be made by FDISG, as provided for in this Agreement, the Company will pay FDISG on the first business day of each month a fee for the previous month as set forth on Schedule B annexed hereto and incorporated herein. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to FDISG, the value of each Fund's net assets shall be computed at the times and in the manner specified in the Registration Statement. (d) The Company acknowledges that shall compensate FDISG for its services rendered pursuant to this Agreement in accordance with the fees that BNY Mellon charges set forth on Schedule B. Such fees do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to bxxx separately. Out-of-pocket disbursements shall include the Company under this Agreement reflect items specified on Schedule C annexed hereto and incorporated herein and such other items upon which the allocation of risk between the parties, including the disclaimer of warranties in Section 7 Administrator and the limitations on liability in Section 5. Modifying the allocation of risk FDISG may agree from what is stated here would affect the fees that BNY Mellon charges, and in consideration of those fees, the Company agrees time to the stated allocation risktime. (e) BNY Mellon FDISG will bxxx the Company as soon as practicable after the end of each calendar month, and such bxxxxxxx will be detailed in accordance with the out-of- pocket schedule. The Company will pay to FDISG the amount of such billing within thirty (30) days of receipt. (f) As to each Fund, if in any fiscal year the aggregate annual expenses of the Fund (including fees pursuant to this Agreement and the Company's Investment Advisory Agreement, but excluding interest, taxes, brokerage, Rule 12b-1 plan expenses and extraordinary expenses) exceed the expense limitation of any state in which shares of the Fund are qualified for offer and sale, the Company may deduct from time to time employ or associate itself with such person or persons as BNY Mellon may believe the portion of the fees to be particularly suited paid hereunder (for such fiscal year) which are chargeable to assist it in performing services under this such Fund (hereinafter, the "Fund's share of FDISG's fee"), or FDISG will bear, to the extent required by state law, that portion of such excess expense which bears the same relation to such excess expense as the Fund's share of FDISG's fee bears to the total of (i) the Fund's share of FDISG's fee, plus (ii) the Fund's share of the advisory fee payable for such fiscal year (before giving effect to any similar state expenses reimbursement provision) pursuant to the Company's Investment Advisory Agreement. Such person deduction or persons payment, if any, will be estimated daily, and reconciled and deducted or paid, as the case may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred be, on behalf of the Company in such respecta monthly basis.

Compensation and Allocation of Expenses. (a) As compensation A. Each Fund will compensate the Company for services rendered by BNY Mellon during Fund Accounting Services in accordance with the term of this Agreementfees agreed upon from time to time between the parties hereto, BNY Mellon will be paid a fee or fees as set forth indicated on Schedule B A attached hereto hereto. Such fees do not include: the Company's monthly base charge to cover the cost of its pricing operations; or, third-party pricing service charges and made a part hereof. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) other out-of-pocket expenses of the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to Company. Each Fund will pay the Company the monthly base charge for pricing operations in connection accordance with this Agreementthe fee agreed upon from time to time between the parties hereto, including but not limited to any fee waiversas indicated on Schedule A attached hereto. In addition, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of each Fund shall reimburse the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon shall not be required to pay any of the following for reasonable out-of-pocket expenses incurred by the Company. Other out-of-pocket expenses shall include the items identified as such on Schedule A, and other items as may be agreed upon by the parties from time to time, but will not include legal fees or expenses unless agreed to in advance by the Fund. B. In addition to the fees for Fund Accounting Services, the monthly base charge for pricing operations, third-party pricing service charges, and other out-of-pocket disbursements set forth in Article 3.A. above, each Fund, and not the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectusesProspectuses, shareholder reports and notices; Fund administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to Federalfederal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonInvestment Company; outside auditing independent auditors expenses; outside Fund legal and audit department expenses (of a nature specifically agreed to by the Investment Company); law firm expenses incurred by the Investment Company; Fund organizational expenses; or other expenses not specified in this Section 4 which may be properly payable Article 3 incurred by the CompanyFunds and/or Classes. (d) C. The Company acknowledges that the fees that BNY Mellon charges the Company under this Agreement reflect the allocation of risk between the partiesFund Accounting Services fees, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon pricing charges, other out-of-pocket expenses, and items as identified in consideration of those feesArticle 3.B., the Company agrees attributable to the stated allocation risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to Fund, shall be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers accrued by the Fund, billed and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of to the Company in such respect.accordance with Schedule A attached hereto. The Company will maintain detailed information about the compensation and allocated expenses described in Article 3.A. and 3.B.

Compensation and Allocation of Expenses. Investor Services Group shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for Investor Services Group may from time to time employ such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers or employees of Investor Services Group. The compensation of such person or persons shall be paid a fee or fees as set forth by Investor Services Group and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Trust in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon Investor Services Group shall not be required to pay any of the following expenses which may be incurred by the CompanyTrust: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company Trust who are not affiliated with BNY MellonInvestor Services Group; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the CompanyTrust. (c) For the services to be rendered, the facilities to be furnished and the payments to be made by Investor Services Group, as provided for in this Agreement, the Funds will pay Investor Services Group within 30 days after the end of each month a fee for the previous month as set forth on Schedule C annexed hereto and incorporated herein. The fee for the period from the date the Registration Statement is declared effective by the SEC to the end of the month during which the Registration Statement is declared effective shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to Investor Services Group, the value of each Fund's net assets shall be computed at the times and in the manner specified in the Registration Statement. (d) The Company Trust shall compensate Investor Services Group for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of Investor Services Group for which Investor Services Group shall be entitled to xxxx separately. Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in Schedule D annexed hereto and incorporated herein. Schedule D may be modified by Investor Services Group upon not less than thirty (30) days' prior written notice to the Trust with the Trust's consent. (e) Investor Services Group will xxxx the Trust for out-of-pocket expenses as soon as practicable after the end of each calendar month, and such xxxxxxxx will be detailed in accordance with the out-of-pocket schedule. The Trust will pay to Investor Services Group the amount of such billing within thirty (30) days of receipt. (f) The Trust acknowledges that the fees that BNY Mellon Investor Services Group charges the Company Trust under this Agreement reflect the allocation of risk between the partiesparties hereto, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon Investor Services Group charges, and in consideration of those fees, the Company Trust agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. (a) As compensation A. The Funds will compensate the Company for its services rendered by BNY Mellon during the term pursuant to Section One of this Agreement, BNY Mellon will be paid a fee or Agreement in accordance with the fees as set forth on Fee Schedule B attached A, annexed hereto and made a part hereof. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the incorporated herein. Such fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but do not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate include out-of-pocket disbursements of the Company relating for which the Company shall be entitled to this Agreement have been fully disclosed xxxx separately. Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in Schedule B, annexed hereto and incorporated herein, which Schedule may be modified by the Company upon not less than thirty days' prior written notice to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefitsTrust. (c) BNY Mellon B. The Company shall not be required to pay any of the following expenses incurred by the CompanyTrust, the Funds, or the Classes: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectusesProspectuses, reports and notices; administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonTrust; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 Article 3 which may be properly payable by the Trust. C. The Company will invoice the Funds as soon as practicable after the end of each calendar month, and said invoices will be detailed in accordance with Schedule A and Schedule B. The Trust will promptly pay to the Company the amount of such invoice. D. Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule A a revised Schedule A dated and signed by a duly authorized officer of the Trust and a duly authorized officer of the Company. (d) E. The fee for the period from the effective date of application of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company acknowledges that the fees that BNY Mellon charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon charges, and in consideration of those fees, the Company agrees to the stated allocation risk. (e) BNY Mellon will its sole discretion may from time to time employ or associate with itself with such person or persons as BNY Mellon the Company may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon the Company and the CompanyTrust. The compensation of such person or persons shall be paid by BNY Mellon the Company and no obligation shall be incurred on behalf of the Company Trust, the Funds, or the Classes in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for services rendered by BNY Mellon during the term of this Agreement, BNY Mellon FDISG will be paid a fee from time to time employ or fees associate with itself such person or persons as set forth on Schedule B attached hereto and made a part hereof.FDISG may believe to be (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory fees and expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; taxes; brokerage fees and commissions; SEC fees and state Blue Sky qualification fees; custodian, transfer and dividend disbursing agents' fees; certain insurance premiums; costs of maintenance of corporate existence; typesetting and printing of Prospectuses for regulatory purposes and for distribution to current shareholders of the Funds; costs of shareholders' reports and corporate meetings; or other expenses not specified in this Section 4 which may be properly payable by the Company. The Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of Fund shares. (c) The Company on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule attached hereto as Schedule B and incorporated herein. (d) The Company on behalf of each of the Funds will pay to FDISG domestic and/or global custody fees and expenses for each Fund as set forth in Schedule B. FDISG shall be the party responsible for payment of all fees and expenses under the terms of the Custody Agreement. (e) The fees set forth in Schedule B do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to bill xxxarately. Out-of-pocket disbursements shall include, but shall not be limited to, (i) the items specified in the written schedule of out-of-pocket expenses attached hereto as Schedule C and incorporated herein, as the same may be modified from time to time by written agreement of the parties hereto, and (ii) the Special Projects outlined in Schedule D hereto. (f) FDISG will submit a detailed bill xx the Company as soon as practicable after the end of each calendar month for all out-of-pocket disbursements made during such month. The Company will promptly pay to FDISG the amount of such billing. (g) The Company acknowledges that the fees that BNY Mellon FDISG charges the Company under this Agreement reflect the allocation -5- 6 of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon FDISG charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. Investor Services Group shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for Investor Services Group will from time to time employ or associate with itself such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both Investor Services Group and the Trust. The compensation of such person or persons shall be paid a fee by Investor Services Group and no obligation shall be incurred on behalf of the Trust or fees as set forth on Schedule B attached hereto and made a part hereofthe Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon Investor Services Group shall not be required to pay any of the following expenses incurred by the CompanyTrust: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company Trust who are not affiliated with BNY MellonInvestor Services Group; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Trust or the Company. (c) The Company will compensate Investor Services Group for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to add fee schedules for any additional Funds for which Investor Services Group has been retained as Administrator. In no event shall the Trust be responsible for the payment of any fees payable to Investor Services Group as set forth in Schedule B hereto. (d) The Company will compensate Investor Services Group for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of Investor Services Group for which Investor Services Group shall be entitled to bill separately. Out-of-pocket disbursements shall include, but xxxxl not be limited to, the items specified in Schedule B, annexed hereto and incorporated herein, which schedule may be modified by Investor Services Group upon not less than thirty days' prior written notice to the Company and the Special Projects outlined in Schedule D hereto. (e) Investor Services Group will bill the Company as soon as practicable after the end of each xxxxndar month, and said billings will be detailed in accordance with the out-of-pocket sxxxxxxx. The Company will pay to Investor Services Group the amount of such billing by Federal Funds Wire within fifteen (15) business days after the Company's receipt of said bill. In addition, Investor Services Group may charge a servicx xxe equal to the lesser of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest rate legally permitted on any past due billed amount. (f) The Company acknowledges that the fees that BNY Mellon Investor Services Group charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon Investor Services Group charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for FDISG will from time to time employ or associate with itself such person or persons as FDISG may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both FDISG and the Company. The compensation of such person or persons shall be paid a fee or fees as set forth by FDISG and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (c) The Company on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to add fee schedules for any additional Funds for which FDISG has been retained as Administrator. (d) The Company will compensate FDISG for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to bxxx separately. Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in Schedule C, annexed hereto and incorporated herein, which schedule may be modified by FDISG upon not less than thirty days' prior written notice to the Company and the Special Projects outlined in Schedule D hereto. (e) FDISG will bxxx the Company as soon as practicable after the end of each calendar month, and said bxxxxxxx will be detailed in accordance with the out-of- pocket schedule. The Company will promptly pay to FDISG the amount of such billing. (f) The Company acknowledges that the fees that BNY Mellon FDISG charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon FDISG charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for FDISG will from time to time employ or associate with itself such person or persons as FDISG may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both FDISG and the Company. The compensation of such person or persons shall be paid a fee or fees as set forth by FDISG and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (c) The Company on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to add fee schedules for any additional Funds for which FDISG has been retained as Administrator. (d) The Company will compensate FDISG for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to bxxx separately. Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in Schedule C, annexed hereto and incorporated herein, which schedule may be modified by FDISG upon not less than thirty days' prior written notice to the Company and the Special Projects outlined in Schedule D hereto. (e) FDISG will bxxx the Company as soon as practicable after the end of each calendar month, and said bxxxxxxx will be detailed in accordance with the out-of-pocket schedule. The Company will promptly pay to FDISG the amount of such billing. (f) The Company acknowledges that the fees that BNY Mellon FDISG charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon FDISG charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for FDISG will from time to time employ or associate with itself such person or persons as FDISG may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both FDISG and the Company. The compensation of such person or persons shall be paid a fee or fees as set forth by FDISG and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (c) The Administrator on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to add fee schedules for any additional Funds for which FDISG has been retained as Sub-Administrator. (d) The Company Administrator will compensate FDISG for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include reasonable out-of-pocket disbursements of FDISG for which FDISG shall be entitled to bill xxxarately. Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in Schedule C, annexed hereto and incorporated herein, which schedule may be modified by FDISG upon not less than thirty days' prior written notice to the Administrator and the Special Projects outlined in Schedule D hereto. (e) FDISG will bill xxx Administrator as soon as practicable after the end of each calendar month, and said billxxxx xxxl be detailed in accordance with the out-of-pocket schedule. (f) The payment of all fees and expenses shall be due within 45 days of receipt of invoice. FDISG may charge a service fee equal to the lesser of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest rate legally permitted on any fees not paid within 45 days of receipt of invoice. (g) The Administrator acknowledges that the fees that BNY Mellon FDISG charges the Company Administrator under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon FDISG charges, and in consideration of those fees, the Company Administrator agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for FDISG will from time to time employ or associate with itself such person or persons as FDISG may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both FDISG and the Company. The compensation of such person or persons shall be paid a fee or fees as set forth by FDISG and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; organization investment advisory fees and expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; taxes; brokerage fees and commissions; SEC fees and state Blue Sky qualification fees; custodian, transfer and dividend disbursing agents' fees; certain insurance premiums; costs of maintenance of corporate existence; typesetting and printing of Prospectuses for regulatory purposes and for distribution to current shareholders of the Funds; costs of shareholders' reports and corporate meetings; or other expenses not specified in this Section 4 which may be properly payable by the Company. The Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of Fund shares, except pursuant to any plan now in effect or hereafter adopted with respect to any one or more series of shares of the Funds pursuant to Rule 12b-I under the 1940 Act. (c) The Company on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule attached hereto as Schedule B and incorporated herein. (d) The Company on behalf of each of the Funds will pay to FDISG domestic and/or global custody fees and expenses for each Fund as set forth in Schedule B. FDISG shall be the party responsible for payment of all fees and expenses under the terms of the Custody Agreement. (e) The fees set forth in Schedule B do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to bill xxxarately. Out-of-pocket disbursements shall include, but shall not be limited to, (i) the items specified in the written schedule of out-of-pocket expenses attached hereto as Schedule C and incorporated herein, as the same may be modified from time to time by written agreement of the parties hereto, and (ii) the Special Projects outlined in Schedule D hereto. (f) FDISG will submit a detailed bill xx the Company as soon as practicable after the end of each calendar month for all out-of-pocket disbursements made during such month. The Company will promptly pay to FDISG the amount of such billing. (g) The Company acknowledges that the fees that BNY Mellon FDISG charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon FDISG charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. Investor Services Group shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for Investor Services Group will from time to time employ or associate with itself such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both Investor Services Group and the Trust. The compensation of such person or persons shall be paid a fee by Investor Services Group and no obligation shall be incurred on behalf of the Trust or fees as set forth on Schedule B attached hereto and made a part hereofthe Company in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon Investor Services Group shall not be required to pay any of the following expenses incurred by the CompanyTrust: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company Trust who are not affiliated with BNY MellonInvestor Services Group; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Trust or the Company. (c) The Company will compensate Investor Services Group for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to add fee schedules for any additional Funds for which Investor Services Group has been retained as Administrator. In no event shall the Trust be responsible for the payment of any fees payable to Investor Services Group as set forth in Schedule B hereto. (d) The Company will compensate Investor Services Group for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of Investor Services Group for which Investor Services Group shall be entitled to bill separately. Out-of-pocket disxxxxements shall include, but shall not be limited to, the items specified in Schedule B, annexed hereto and incorporated herein, which schedule may be modified by Investor Services Group upon not less than thirty days' prior written notice to the Company and the Special Projects outlined in Schedule D hereto. (e) Investor Services Group will bill the Company as soon as practixxxxe after the end of each calendar month, and said billings will be detailed in accordxxxx xxxh the out-of-pocket schedule. The Company will pay to Investor Services Group the amount of such billing by Federal Funds Wire within fifteen (15) business days after the Company's receipt of said bill. In addition, Investor Servxxxx Group may charge a service fee equal to the lesser of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest rate legally permitted on any past due billed amount. (f) The Company acknowledges that the fees that BNY Mellon Investor Services Group charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon Investor Services Group charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. (a) As compensation For the services to be rendered, the facilities to be furnished and the payments to be made by FDISG, as provided for services rendered by BNY Mellon during the term of in this Agreement, BNY Mellon MassMutual, on behalf of the Fund, will be paid pay FDISG on the first business day of each month a fee or fees for the previous month as set forth on in the Fee Schedule B attached hereto as Schedule A. For the purposes of calculating the fees described herein, the Fund's average daily net assets will be deemed to be the average daily value of the Fund's total assets minus the sum of the Fund's liabilities (excluding the aggregate liquidation preference on the outstanding shares of the Fund's auction rate preferred stock and made a part hereofaccumulated dividends, if any, thereon). Fees for the period from the date the Registration Statement is declared effective by the SEC to the end of the month during which the Registration Statement is declared effective shall be prorated according to the proportion that such period bears to the full monthly period. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating MassMutual shall compensate FDISG for its services rendered pursuant to this Agreement have been fully disclosed in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to xxxx separately. Reasonable out-of-pocket disbursements shall include, but shall not be limited to, the Board of Directors of the Company items specified in Schedule B annexed hereto and that, if required incorporated herein. Schedule B may be modified by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefitsFDISG upon not less than thirty days' prior written notice to MassMutual. (c) BNY Mellon FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Trustees of the Company who are not affiliated with BNY MellonFDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (d) FDISG will xxxx MassMutual as soon as practicable after the end of each calendar month for out-of-pocket disbursements, and said xxxxxxxx will be detailed in accordance with this Section and Schedule B. MassMutual will pay to FDISG the amount of such billing within 30 days of such billing. FDISG may charge a service fee equal to the lesser of (i) one and one half percent (1- 1/2%) per month or (ii) the highest interest rate legally permitted on any fees not paid within 30 days of receipt of invoice. (e) Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to FDISG, the value of each Fund's net assets shall be computed at the time and in the manner specified in the most recent Prospectuses. (f) The Company acknowledges that the fees that BNY Mellon FDISG charges the Company MassMutual under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon FDISG charges, and in consideration of those fees, the Company agrees to the stated allocation of risk. (eg) BNY Mellon FDISG will from time to time employ or associate itself with such person or persons as BNY Mellon FDISG may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon FDISG and the Company. The compensation of such person or persons shall be paid by BNY Mellon FDISG and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for services rendered by BNY Mellon during the term of this Agreement, BNY Mellon will be paid a fee or fees as set forth on Schedule B attached hereto and made a part hereof. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors of the Company who are not affiliated with BNY Mellon; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (d) The Company acknowledges that the fees that BNY Mellon charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon charges, and in consideration of those fees, the Company agrees to the stated allocation risk. (e) BNY Mellon FDISG will from time to time employ or associate with itself with such person or persons as BNY Mellon FDISG may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon FDISG and the Company. The compensation of such person or persons shall be paid by BNY Mellon FDISG and no obligation shall be incurred on behalf of the Company in such respect. (b) FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Trustees of the Company who are not affiliated with FDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (c) The Company on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule C and incorporated herein. Schedule C may be amended to add fee schedules for any additional Funds for which FDISG has been retained as Administrator. (d) The Company will compensate FDISG for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to xxxx separately. Out-of-pocket disbursements shall include the items specified in Schedule D annexed hereto and incorporated herein. 5.

Compensation and Allocation of Expenses. Investor Services Group shall --------------------------------------- bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for Investor Services Group will from time to time employ or associate with itself such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services rendered by BNY Mellon during the term of under this Agreement, BNY Mellon will . Such person or persons may be officers and employees who are employed by both Investor Services Group and the Account. The compensation of such person or persons shall be paid a fee or fees as set forth by Investor Services Group and no obligation shall be incurred on Schedule B attached hereto and made a part hereofbehalf of the Account in such respect. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon Investor Services Group shall not be required to pay any of the following expenses incurred by the CompanyAccount: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors Managers of the Company Account who are not affiliated with BNY MellonInvestor Services Group; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the CompanyAccount or a Subaccount. (c) The Account will compensate Investor Services Group for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule B and incorporated herein. Schedule B may be amended to add fee schedules for any additional Subaccounts for which Investor Services Group has been retained as Administrator. (d) The Company Account will compensate Investor Services Group for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of Investor Services Group for which Investor Services Group shall be entitled to xxxx separately. Out-of- pocket disbursements shall include, but shall not be limited to, the items specified in Schedule B, annexed hereto and incorporated herein, which schedule may be modified by Investor Services Group upon not less than thirty days' prior written notice to the Account and the Special Projects outlined in Schedule D hereto. (e) Investor Services Group will xxxx the Account as soon as practicable after the end of each calendar month, and said xxxxxxxx will be detailed in accordance with the out-of-pocket schedule. The Account will pay to Investor Services Group the amount of such billing by Federal Subaccounts Wire within fifteen (15) business days after the Account's receipt of said xxxx. In addition, Investor Services Group may charge a service fee equal to the lesser of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest rate legally permitted on any past due billed amount. (f) The Account acknowledges that the fees that BNY Mellon Investor Services Group charges the Company Account under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon Investor Services Group charges, and in consideration of those fees, the Company Account agrees to the stated allocation of risk. (e) BNY Mellon will from time to time employ or associate itself with such person or persons as BNY Mellon may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon and the Company. The compensation of such person or persons shall be paid by BNY Mellon and no obligation shall be incurred on behalf of the Company in such respect.

Compensation and Allocation of Expenses. FDISG shall bear all expenses in connection with the performance of its services under this Agreement, except as indicated below. (a) As compensation for services rendered by BNY Mellon during the term of this Agreement, BNY Mellon will be paid a fee or fees as set forth on Schedule B attached hereto and made a part hereof. (b) The undersigned hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNY Mellon to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Board of Directors of the Company and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (c) BNY Mellon shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; taxes and fees payable to Federal, state and other governmental agencies; fees of Directors of the Company who are not affiliated with BNY Mellon; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (d) The Company acknowledges that the fees that BNY Mellon charges the Company under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 7 and the limitations on liability in Section 5. Modifying the allocation of risk from what is stated here would affect the fees that BNY Mellon charges, and in consideration of those fees, the Company agrees to the stated allocation risk. (e) BNY Mellon FDISG will from time to time employ or associate with itself with such person or persons as BNY Mellon FDISG may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both BNY Mellon FDISG and the Company. The compensation of such person or persons shall be paid by BNY Mellon FDISG and no obligation shall be incurred on behalf of the Company in such respect. (b) FDISG shall not be required to pay any of the following expenses incurred by the Company: membership dues in the Investment Company Institute or any similar organization; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Trustees of the Company who are not affiliated with FDISG; outside auditing expenses; outside legal expenses; or other expenses not specified in this Section 4 which may be properly payable by the Company. (c) The Company on behalf of each of the Funds will compensate FDISG for the performance of its obligations hereunder in accordance with the fees set forth in the written Fee Schedule annexed hereto as Schedule C and incorporated herein. Schedule C may be amended to add fee schedules for any additional Funds for which FDISG has been retained as Administrator. (d) The Company will compensate FDISG for its services rendered pursuant to this Agreement in accordance with the fees set forth above. Such fees do not include out-of-pocket disbursements of FDISG for which FDISG shall be entitled to xxxx separately. Out-of-pocket disbursements shall include the items specified in Schedule D annexed hereto and incorporated herein.